


Deadly Class

by wellthizizdeprezzing



Category: Once Upon a Time (TV)
Genre: A little bit of angst, College AU, F/F, First Kiss, Forbidden Love, Professor Regina, Psychology, Secret Relationship, Smut, Storybrooke as a university, Student Emma
Language: English
Status: Completed
Published: 2019-09-28
Updated: 2020-03-14
Packaged: 2020-10-29 23:30:06
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 12
Words: 41,494
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20804774
Author URL: https://archiveofourown.org/users/wellthizizdeprezzing/pseuds/wellthizizdeprezzing
Summary: Emma sees a hot professor who makes it hard to concentrate in class. Regina sees a pliable student that is key to her revenge. What will happen when the two collide? All that is certain, is this is one class that will leave lasting impressions on both women for better or for worse. College AU. Student/teacher AU.





	1. Psychology 101

**Author's Note:**

> A/N: So, a teacher fic for SQ. It was about time I tried my hand at one. Updates for this story will be every other Saturday. Let me know what ya think of it.

Some might call it corruption the fact that Emma got into Storybrooke University. Every one of her high school friends and teachers knew she wasn't smart enough to have the needed SAT score to be accepted there. And neither was her essay that riveting. Simply put, Emma Swan was not an extraordinary person. She was ordinary. So ordinary that it was a fact that translated and ascribed to everything in her life. Ordinary grades, just barely scraping past a C. Ordinary athletic ability- her being fit enough to be healthy but not so that she was first, second, or even tenth pick for a team. Ordinary social life. She had a few good friends as she wasn't a loser or loner but neither was she popular. And she and her friends never really did any cool stuff, just watched movies and talked games.

And her looks were ordinary too. She may have princess curls and green eyes and those two dimples in her smile, but it'd never garnered the attention of boys or girls. Which meant her love life was ordinary too. And by ordinary, she meant just pining after hot celebrities and reading self insert stories about them on the web.

Being ordinary sucked a bit, especially given who her parents were.

David was the president of the University, lauded for his new developmental projects on making the school more eco friendly.

And Mary was a star professor, chair of the Education department and founder of a charity that helped homeless children worldwide.

And that was only the tip of the iceberg for their accomplishments. They had so many more and it blinded Emma, made her feel beat and worthless next to them. But she just...never really had the drive for it. She supposed she just wasn't properly motivated is all. Maybe all she needed was that one spark to light up her life, to fuel her into her full potential.

All she knew was that she didn't deserve her acceptance letter to Storybrooke and she knew that her father had pulled strings to get her in. She didn't have the heart to say no and so accepted, already feeling buried under tons of pressure. Her parents wanted the best for her. They wanted her to be smart like them. Outgoing like them. A success like them. And each time their disappointed faces showed up at each failure to get an award, she felt her heart throb in pain.

"Maybe next time, sweetie," Mary had said.

"College is where you'll truly bloom," David had cheered falsely.

And she smiled awkwardly at them and pretended like their expectations weren't going to bury her alive.

Don't get her wrong, she wanted to do good academically. And socially. And mentally. But it was a lot at times. She was a chill easy going person who just wanted to float by in life. To make as little ripples as she could. Her parents weren't about that. They were all about being out there and doing things and she'd get dragged along to do them with them. She just couldn't be perpetually happy like they were. Anxiety was a real thing.

Still, she was excited for college. It was a whole new world of experience and maybe she would bloom there. Get to know herself a bit better. Maybe join some clubs, do some good.

Picking out classes was fun, though she had come in without an inkling as to what she wanted to major in, which of course had been another point of contention for her parents.

"She doesn't know what she wants to do! How can we help her?" she had over heard Mary fretting from downstairs, long when they believed Emma to be asleep only for the blonde to be up, stressing over move in day.

"Relax, Mary. This is a liberal arts place. She'll have two years to figure it out," David had assured.

"But what if she doesn't know? What then? Emma's always been a drifter with no clear life goals." Mary's voice rose in pitch.

"I know she is, but we'll do our best to support her decisions," David had concluded and Emma had sighed out, malcontent.

Thus, she was picking out every single intro class for any major that tugged at her interest. Psychology, business, international affairs, and even anthropology. All in all, she was taking 16 credits which was the max amount.

She'd shown her parents the classes and they had smiled, proud of her initiative, until their eyes had landed on one class.

"Sweetie, are you sure you want to take that class?" Mary had asked.

"Uh, yes. Why?" Emma asked uncertainly.

"Are you _sure_?" Mary stressed, smile fake on her face. David's had dropped and he looked entirely uncomfortable.

"I need an intro class for psych if I want to check if I'll be good in that major," she explained, weirded out by her parents reaction.

"You can take one next semester," Mary said. "It'll be with a different professor."

"Is something wrong with the current professor?" Emma asked, not quite understanding.

David shook his head. "No...I suppose not," he sighed out. "She's just a harsh grader and we don't think you should take someone so challenging for your first semester." Mary gave him a look, a look that conveyed hidden meaning.

What were they hiding from her? She didn't like that, and it pushed her to stubbornly want to take that class even more.

"You told me not to be a quitter," she responded with because her parents always believed in pushing to the limit and always made Emma follow through with her choices.

David opened his mouth, freezing. She had a point there.

"I suppose if you want to take it you can," he finally settled on, and the issue was dropped for now, leaving none of them satisfied.

The first day of college arrived in a flurry. The campus wasn't far from where Emma lived. Only a ten minute car ride.

It was an colonial style campus, been around since the Puritans without much change. It was big too, housing many buildings and benches and lots of woodland for Mary loved nature and had inspired David to plant tons of trees and hire a landscaping team to make sure the place was overflowing with flora when spring struck.

Overall it was a very nice campus, though the dorms were a bit small and dank. But that could just be the musk of all the people living there.

Emma moved in all her stuff with the help of her mother, who didn't have a class until the afternoon. Classes didn't start for Emma today, but she did have a freshman orientation. Her roommate had already moved in a week ago and her side of the room was covered with rock posters, red affects, and lots of clothes. She was going to be messy, Emma could already tell. Which was great, because Emma was messy too.

"Have a wonderful day, sweetie," Mary had kissed Emma on both cheeks and left the room, opening the door right in a girl's face.

"Whoa, my b," the girl said, backing up only to be unable to escape a surprise hug from Mary. "You must be the roommate, Ruby. Take good care of Emma, you hear?" Mary said, and Ruby blinked in shock while Emma's face steamed at her mother's antics.

She only hoped Ruby wouldn't think her lame for this now.

"Uh, sure," Ruby mumbled out, finally relieved that Mary was releasing her hold on her and was gone with a happy little squeal.

Ruby watched her go, still looking deeply disturbed. "Your mom...is so happy," she settled on and turned inquiring eyes on Emma. "Is she always like this?"

"Apparently doctors say she was born with a smile," Emma shrugged. "Trust me, I am nothing like her."

"Good," Ruby nodded her head. "Cuz I pretty much like dark and depressing things," she gestured to her outfit, which was consistent of much pleather, black colors, and studs. She even had a septum piercing. And there was raccoon eye shadow around her eyes. Emma thought that trend had died out in middle school.

"My name's Emma Swan," Emma stuck out her hand and Ruby fist bumped it, instead of shaking it.

"Cool. I'm Ruby Lucas," she drawled and casually pulled out a flask from her inside pocket. "You down for a drink? Nothing like going drunk to freshman orientation."

Emma shook her head. "I've...never actually drank before," she admitted. None of her previous friend group had, so why do it if they didn't?

Ruby snorted. "Girl, you are missing out. But I swear to you, I'll get you drunk one day." She took a hearty swing. "Alright, let's go to orientation now," she swung an arm over Emma's shoulder, "And along the way you can tell me all about yourself so we can figure out if we're going to be friends or not."

* * *

Ruby turns out to be a pretty chill person. And a friendly one at that. She knows a lot of people on campus already because of going to some pre-op programs and that's why only on Emma's second day of college, she's sitting with upperclassman, attempting to do her work.

She's been to her business and finance classes and frankly they are underwhelming. She's thinking of transferring out. She hopes her other classes will be much more interesting and when the students exchange schedules at the table, hers is the only one that gets quite a visceral reaction.

"Mills?" Ruby says and actually gulps. That cannot bond well.

"Yea, what about her?" Emma asks warily. She got the same reaction from her mother and father.

"I heard all about her. She's tough. And mean. Drop her class."

Emma shakes her head. "She can't be that bad."

"I took her last semester," Belle pipes up and her face is pale. "I got a C minus in her class. I barely passed."

Emma is quiet a moment. "You can't be serious." She may only know Belle for a few days but already the girl's perfectionist traits are well known. Belle is studious through and through and she's talked about her perfect A's in all her classes.

"I am. Her class ruined my whole overall GPA and now it's permanently on my record," Belle scowls into her book, managing to take notes, read, and hold a conversation all at once.

Emma rakes a hand through her hair. She doesn't want to just drop the class on a whim. She'll go to the first three classes and then decide for herself what to do. She still has about two weeks before she won't be able to drop any of her classes. "I think I'll see for myself."

"Suit yourself," Ruby shrugs. "But we warned you." Her eyes are grave. Emma can't help but laugh.

"I'll be fine."

Famous last words.

The day of her Psychology 101 class arrives and Emma goes in with a mixture of dread and curiosity at meeting the so called tough as shit professor. Emma already wants to drop two classes but she's limited to one drop per semester, so she's really going to have to see if dropping psych outweighs boring business or frumpy finance.

She's sitting anxiously, rearranging her materials in front of her, and wiping her sweaty palms on her pants. The students are quiet, all freshman who don't know each other and who have no incentive to talk yet or get to know one another.

As the clock ticks nearer to three, a serious of clacking noises come from down the hall as someone in heels approaches. And then, seconds later, the professor of the class arrives.

For all their warnings, nobody bothered to tell Emma that Professor Mills was smoking hot. Her jaw hangs open and she inhales sharply.

Emma doesn't think she's seen a hotter woman before in her life, and all her celebrity crushes pale in comparison to the sudden obsession her brain and heart put on her over this damned woman. Emma does an unabashed rake from bottom to top, taking in the power heels, the black silk stockings, the tight pencil skirt, the clinched buttoned up shirt undone to the third bottom and nearly revealing cleavage, to the burgundy colored lips on a face sculpted by gods. Brunette hair sweeps around her face, pressed to perfection and matching the color of her eyes perfectly.

Suffice to say, Emma was not expecting this. At all.

It's a lot to take in, and Emma feels momentarily lost. Like she has been displaced from reality. She swallows shakily and tears her eyes from the professor, glad to see she isn't the only one visibly affected. She can spot a few flushed faces which makes her feel slightly better about her own gandering and pathetic instant crushing.

"Good afternoon class," Professor Mills greets once she steps behind her desk, setting down the files there.

And even her voice. It sends shivers of delight down Emma's spine and she can't quite explain what the hell is happening to her. She lets her nails bite into the palm of her hand, hoping it'll calm her down a bit.

The pain helps with the clarity only a little.

No one says anything in response, so she repeats more loudly, "good afternoon class." This time they snap back with a response.

"Good afternoon," they chorus out and Emma tries to as well, but her throat is too dry. All that comes out is an unintelligible grunt.

"This is an intro course, but don't let that fool you. I will be treating you as if you know this material on pains of life or death. The rumors you heard about me being a hard grader are true. If you are used to getting A's and coasting by in doing school work, leave my classroom now." Her voice is hard and her eyes even harder. It only makes heat coil in Emma's stomach, leaving her deeply worrying about why the fuck she is getting so turned on by her professor when she barely knows her.

Several students get up and walk out; the professor doesn't spare them another glance.

"Now, that that is out of the way, it is time for roll call. Tell me your name, intended major if you have one, and a fact about yourself," she says briskly. "And do be quick, despite what your other professors do, we will not be having a syllabus week in this class. We will be diving right into the lesson."

She starts with the first name, and some boy in the back raises his hand, shooting off some facts about himself. But Emma can barely pay attention, worried about what she'll say when it's her turn. She wouldn't be so damned nervous if it was any other professor but it's Professor Mills and she wants to somehow impress her with her introduction, ridiculous as that sounds.

At long last it comes to the S's and in this time Emma has run through thousands of things to say, none of which satisfy her.

Professor Mills leans her hands against the table, the dark curtain of her hair blocking some of her face.

When she gets to where Emma's name should be, she pauses before looking up. "Well, well," she clicks her tongue and something devious, almost devilishly intrigued, lights up her face. "What an honor. I didn't know I would have president David's and professor Mary Blanchard's daughter in my class."

Emma can't tell if the words are mocking or not. All she knows is that her face is heating up from this unneeded attention. She sinks lower into her seat.

"I hope you understand that just because your parents run this school, does not mean I will be giving you special treatment. I expect you to work hard for your grades just like everyone else. Is that clear?" Regina eyes Emma hard and Emma nods her head frantically so, just so she can get all the attention off of her. The rest of her classmates are murmuring and looking at her and she hates that. Hates being singled out.

"Good," Regina purrs, delighted, and that sound nearly throws Emma into a frenzy for another reason. "Now, tell us a little about yourself."

That is the last thing Emma can focus on right now, a combination of embarrassment and confusing arousal dampening her thinking processes.

"I'm...uh undeclared and my major is Emma Swan. I mean," she winces at her verbal gaff while a few students snicker unkindly. "I mean I'm Emma Swan and I'm currently, uh, undeclared." Her voice is small and she just wishes for this to move on.

"And a fact about yourself?" Regina presses, drawing out Emma's suffering not that Emma can a hundred percent complain on this because having Regina pay attention to her is both a blessing and a curse.

"I, uh, don't have one."

"Certainly you must have one. A hobby you like to do. A sport you're good at. Travels you've been on."

Emma shakes her head, blanking on her whole life. She couldn't even tell when her birthday is if asked right now.

"Really? Nothing?" Regina says almost contemptuously, tilting her head like a cat assessing it's prey.

"Well, I'm taking this class," Emma shrugs, giving up.

That prompts a smile to Regina's lips.

"And you are certainly brave for that," she concludes on before mercifully moving on, and Emma lets out a huge exhale. When roll call is over, Professor Mills launches into a lecture, passing out notes along the way.

Emma spends the rest of the period desperately trying and failing to concentrate on the subject. She instead utilizes all her brain capacities to keep track of every little move Regina makes. The way she gesticulates with her hands. The way she pronounces certain words. The way she cuts apart student responses.

Whenever her professor turns to look at her, Emma busies herself with her notes, though her note book looks like the scribbles of a madmen, for Emma has only caught the end of phrases and doodled hearts all along it like some middle schooler.

Class ends and Emma packs her stuff up quickly, deciding she needs a quiet moment with some coffee and herself, before she can unpack everything that just happened. But as she is scurrying away, she hears the professor call her name and her veins freeze. Did the professor catch her staring? Did she see her not taking notes?

She turns around and marches stiffly over, mind zooming to the worst possibilities. And she can't tell from her professor's face what this could be about.

"Miss Swan," she starts only for Emma to blurt out, "just Emma. Emma's fine."

Regina smoothly attunes, or not. "Miss Swan," she says with emphasis. "There are some things I would like to discuss with you. Do you have a moment of time?"

Emma's hands begin to sweat again.

Ah shit, what could she want. This had to be about the staring.

"Sure, I suppose," Emma stammers out. "But not a lot," she hastily adds so that if anything bad comes up, she can pretend to rush off to another class when she is really only rushing off to cry.

"I hope you have enough time for a coffee," she said, getting up. "I know a quaint spot on campus that is affordable for students."

"That's fine with me," Emma said, ducking her head as she followed her professor out. Coffee. With her professor? She could hardly believe it, but she clamped her lips shut, feeling a mixture of nervous and excited.

The walk over is short but filled with silence and tension on Emma's part. She desperately wants to think of something cool or engaging to say to her professor but her tongue won't work and she can feel her cheeks going red at this. She cannot be happier when they arrive because it gives them both a distraction from the lacking walk over.

"Let me pay," Professor Mills offered when they got there, taking Emma's order and cashing it before Emma could even wave the offer off. Coffees in hand, they sat down by a small window table. Emma fiddled with her drink, unsure as to what to do. Or why they were even having this coffee. She wracked her brain for anything cool to say but was coming up short again, unsurprisingly.

Professor Mills was coolly observing Emma and Emma tried to not fidget under her intense gaze, though she herself was unable to look away. This close up, Professor Mills looked even more stunning with the way the afternoon sunset made the light catch strands of gold in her hair, and made the flecks in her eyes shine. The professor spoke eventually, wrapping her hands around her steaming cup.

"I wanted to apologize if I put you on the spot in class. I did not intend to and I know I can come off as callous to many people. But my intention was not to embarrass you."

Well, Emma had not been expecting this. It was a bit of a relief really that it wasn't about something else. "Uh, no, that's fine-"

"I could feel you angrily glaring at me all class long," Professor Mills chuckled.

"I wasn't glaring! I was staring!" Emma blurts out in clarification and nearly bites her tongue off from how quickly she clamps her mouth shut because she has just revealed herself. "Not in a creepy way, just, you know, in a lesson way," she finishes lamely but Regina doesn't seem to care much about this.

"I'm just glad you're okay. I wouldn't want to make my student uncomfortable," she said, voice low as she looked on at Emma with those intense eyes. Emma felt her professor's foot bump her leg and stay there, almost like it had been purposefully placed. Her heart rate sky rocketed. She tightened her hold on her coffee as if it would ground her.

She had to be imagining things. Her professor's foot just happened to be there. It was a small table, not allowing a lot of leg room.

"Of course," Emma could only think to nod her head and swallow dryly.

"I'm glad we understand each other," Regina smiled and stood up. "I'll see you in class on Friday."

She left without looking back, though Emma couldn't help but follow her direction with her eyes. Then she turned back to her coffee and gulped heavily, looking forward to Friday's class already.


	2. Don't Mess With Me

__

"You're staying in her class?" Belle hisses when they're doing their homework in the library. It's the second week of classes and the drop deadline is approaching fast. "Are you crazy?"

Maybe Emma_ is_ crazy. Sticking to this class only because the professor is hot. Only an idiot would do that. But she can't help it. She's gone. Friday's class had only cemented that fact. She couldn't stop looking at the professor, failing yet again to take notes. She could barely recall what they had been learning about but she could remember Regina's outfit down to a T.

A blue chiffon shirt, unbuttoned down to the third button. Pressed slacks that were gray. Power heels, a nice watch, some silver bracelets on her wrist, and that tempting burgundy lipstick that Emma wanted to kiss off her face.

And she craved her professor's attention. But she wasn't brave enough to raise her hand and answer the questions because she knew that she had no idea what was going on in class. So she suffered in limbo.

"Maybe. But the class is interesting," Emma shrugged in answer to Belle.

"If it is, tell me what you've learned there that you can't learn in another psych 101 class," Belle demands and Emma blanks on coming up with something. Belle glowers. "Oh my god, don't tell me you're only staying with her because she's hot."

This causes Emma to flush. "No, I'm not-"

But Ruby is snorting with laughter, August is shaking his head, and Belle looks disappointed like Emma's mother.

"You've fallen for her. It's alright. You're not the first or last to do so," August assures, patting Emma on the back of her hand. He's a junior whose also taken Mills's class. Twice. "I too suffered from the exact same thing, but now I'm cured."

"Ah, Emma, you're a baby gay," Ruby laughs and Emma flushes and sinks down lower into her seat. She's not a baby gay. She's not even gay! She just admires both sexes, the girls just a little more than the boys. And as her mother likes to point out, Emma will eventually stop with her stupid celebrity crushes and find someone real to love. Because it's another point against her ordinary life that her parents found each other and true love at the age of sixteen while she hasn't even kissed someone yet.

"I'm not!" she protests. "I just happen to like the class!"

It's futile. They all know she's lying.

"Look, there's no hurt in thinking Mills is banging hot. But take it from me, it's better to think so from far away than close up. She's like a tiger. Pretty to look at but get inside it's cage and it'll eat you up. Drop her class, spare yourself the pain, and just go on with life," August advised.

Emma nodded her head. It made total sense, it really did. But how could she deal with it when her mind and heart were both screaming to stay in the class?

"How about this," Ruby said, clapping a hand onto Emma's shoulder. "Let's go to a bar this weekend. Find you some chick or dude and you fuck it all out of your system. You're probably just horny and once you get laid watch you drop the class."

Emma winced at this. She'd never slept with someone. And she wasn't sure she wanted to do it with some random stranger. "I'm good, I don't want to-"

"Nonsense. Go and do it. Have some fun," August added.

"For once I agree with Ruby's bad habits," Belle said, jotting something down in her notes. She was almost all done with her work while they had yet to start. "Get loose, forget the professor, and have fun."

Emma was getting a bit annoyed now. Everyone kept saying how bad Mills was, but Emma had yet to see it. She was stern, true, but she had been kind and caring to Emma. "She's not that bad. She asked me if I was comfortable in her class on our first day. She even took me out to coffee," she spoke up, with a tinge of irritation.

This got their attention, even Belle raising her head up to look at Emma with intrigue. "She what?" she questioned.

"She got me coffee and asked me if I was okay," Emma repeated, uncomfortable with their staring.

"Dude...that's weird," Ruby settled on at last. "She's never done that with a student."

"Why did she get you coffee?" August blinked in shock, like Mills getting coffee was something alien. Emma shrugged. "She wanted to talk. To me." She felt a small swell of pride inside her. It seemed the professor hadn't done this with anyone before. Why her?

"You have to stay in her class now," Ruby sat up from how she had been leaning back in her chair.

"What!" Belle squawked out. She set her pink pen down. That was how you knew she was getting serious, if she was focusing so much on conversation and not work. "Are you stupid?"

"But isn't that odd as hell for Mills to do?" August points out, rising to Ruby's defense. "Don't tell me it isn't interesting to see what's her game now?"

"Why do you all care so much about her anyways?" Belle grumbled out. "Would you seriously risk Emma staying in a class out of her league, just to see why she bought her coffee?"

From August's and Ruby's expressions, the answer was a definite yes.

Belle shook her head in disappointment and got back to work, refusing to engage in the rest of the conversation after that.

* * *

Wednesday approached and it was time for class once more. Annoyingly, Emma found herself wanting to dress more nicely to impress her professor though she knew there was no point to it. Her professor would barely notice.

"Where are you going?" Ruby asks when she sees the fancy clothing. She lifts her head up from the book she's reading on her bed. Before Emma can lie, Ruby answers her own question. "Right, you got class with Mills," she grins wolfishly and rolls onto her stomach, book forgotten for now. "You trying to seduce her?"

"I am not!" Emma gasps, flushing. "I can't look nice for myself?"

"You can, but we both know you're not doing it just for you. And I hate to break your heart, but that woman doesn't have one. Not with the way she grades," Ruby says.

"Why does everyone insists she's so terrible?" Emma huffs out, annoyed. She hasn't seen anything to indicate that yet.

"There's always a kernel of truth to every rumor," Ruby said casually before turning back to her book.

Emma showed up to class that day, foolishly hoping that her professor might somehow notice her new outfit. She didn't, of course, striding into the room in her heels and ordering students to open up their notebooks and take notes off of the presentation slides. Emma tried not to be disappointed but she knew it was going to happen despite all her hope. But she wanted a way to talk to her professor some more. She craved interactions. She knew this crush wasn't healthy, but there was no harm in just talking, right?

In one hand her professor had coffee and Emma suddenly got a crazy idea. Maybe she could invite her professor out for coffee, this time her treat? She could already picture it. Emma was already slipping into a golden daydream about impressing the professor with being articulate and smart and charming even though she knew she wasn't any of those things. And the professor would laugh and smile gently at Emma.

The idea made Emma giddy and she couldn't stop smiling, so wrapped in thoughts of Emma having a good conversation with her professor, not like last time, that she was very confused when she found students moving around in their seats.

Her blank look must have been obvious to everyone, because the girl sitting next to her, elbowed her softly. "We're doing partner work," she whispered and Emma turned to join her and one other student sitting in the front row.

"I'm Mulan," the girl who had elbowed Emma introduced herself. She had long straight hair and was dressed very sporty.

"And I'm Kristoff," said a blonde haired man with a big nose.

"Emma," Emma said after a beat when she realized they were looking at her.

"So, did any of you do the reading?" Mulan asked as she pulled out her work.

"Kinda," Kristoff admitted. "It was very dry."

Emma had done the reading but she couldn't remember much of it, beside the fact that she had doodled all over it, hearts with the initials E + R in it.

She took it out, but discreetly hid it from her classmates.

"What about you Emma. Got anything on it?" Mulan asked. The professor was going around the room, listening in on conversation. Emma had to admit she was distracted by it, because the professor was getting ever closer to her table.

"Uh, um. I read it but I forget what was in it," she admitted, biting her lower lip and feeling useless.

"Alright," Mulan sighed out, feeling put out by her useless classmates. "Let's take a moment to re-read and then dive right in. We don't want to look like idiots in front of Mills. She'll grade our participation scores like shit."

They started flipping through pages and Emma began to recall certain things she had read and soon she was ready to share. "I agree with the Tarasoff ruling," she started. "It's almost a no brainer really. If a patient threatens to kill someone, that person should be privy to that information so that in case their life is in danger, they can be aware and get the protection they need."

"I agree. It's a shame this didn't come about earlier though, would have saved some lives," Kristoff tacked on, just as Mills approached, standing right behind Emma. Emma didn't even have to turn around to know she was there. She could sense her professor's presence, commanding and big.

"Would you add any adjustments to the ruling?" she asked and they all froze up, Emma trying to slide her reading away, to hide the fact she had drawn on it from her professor. She wasn't fast enough.

She suddenly found her professor's arms boxing her into her seat, chest nearly touching Emma's back as she lowered herself down so her mouth was ear level on Emma. Emma's whole body froze up, her heart going into overdrive. "Miss Swan," her professor's voice, so low and close to Emma's ear, caused goose bumps to arise on her skin. The professor plucked at the paper hanging limply from Emma's hands. Her heat was radiating off of her body, making Emma feel like she was hot. And her scent came through strongly as well, spiced apples and something else, something darker. "Do my readings bore you?" she asked as she noticed the countless doodles and all Emma could do was swallow in part terror part arousal. Mulan and Kristoff were looking at her in sympathy.

When Emma continued to be unable to respond, Mills let out a soft breath of air in a disappointed sigh. "I'd like to talk to you after class." And then she dropped her paper and leaned away from Emma, moving on to another group.

Mulan raised her brows as she watched Emma suck in a breath of air. Shaky and pale faced. They decided not to comment on what had just happened, instead going back to talking about the reading. Partner work was done shortly, before the regular lesson moved on, though now Emma had a hard time concentrating on anything because she was worried about what would happen after class.

She was a jittery mess and when class ended she did not heave out a sigh of relief but sucked in a shaky breath. "Miss Swan, drop by my office in half an hour. I have a meeting right after," professor Mills said once Emma passed her desk. The blonde winced. She had been hoping that Regina would have forgotten.

"Sure," she managed out and slinked away. Great, now she would have to stress away for an additional half hour. Mulan over heard and saw Emma's pale face and shot her a sorry look.

Emma fiddled outside of professor Mills room for a good half hour, sitting on the bench outside, twiddling her thumbs, shifting her legs. Eventually, the voices on the other side of the door died down and a man left. Now it was Emma's turn. She swallowed heavily and slung her bag over her shoulder and went inside.

"Close the door behind you," Mills instructed and Emma did, sitting down in front of her professor's desk. The inside of the office was clean and organized. There was very few clutter on the desk and all the books on the shelves were organized alphabetically. No personal affects were in sight; it was all clinical.

Mills sat behind the desk, and was it just Emma, or did it seem like Regina had unbuttoned another button? Emma could make out the tips of a wine red bra and her ears flushed when she realized she was staring and had missed what Mills said.

"Excuse me?" she asked, trying to draw her focus up to Regina's face.

"Are you having trouble focusing in my class, Miss Swan? Given your childish doodling on your reading content, it seems to bore you," she asked, getting up and circling her desk to sit on the lip of it, right in front of Emma. She crossed her legs and Emma's attention was side tracked by them. They were toned and lean.

"Uh, no," she said quietly, forcing her eyes away. The professor was looking down disapprovingly at her. She had noticed Emma's lapse in attention and Emma felt her cheeks heating up.

"I think you should drop my class, Miss Swan," Mills said crossing her legs. This time, Emma was too focused on the possibilities of being kicked out of a class to focus on those tempting legs.

"No," came out of her mouth, so strongly and so randomly, that even Emma didn't know she was going to say it. Professor Mills looked taken aback by it.

"No?" she questioned and Emma had to find a way to get out of this without coming off as rude.

"Give me another chance. I want to do good. I know I can do good." She couldn't dare risk dropping Regina's class or getting kicked out of it. She was too far gone on the other woman and she wanted to prove to her she could do good in the class. She wanted to prove to her friends that this class wasn't a nightmare, and most of all she wanted to prove to her parents that she could do something challenging and come out victorious.

The side of Mills lip curled up, like she was getting ready to spit out a derisive comment. Instead she said something more mild. "You know I do not give special allowances, especially not to someone whose parents work in this school."

"I know," Emma affirmed.

"Then I hope to see an improvement in your concentration in class and in your work ethic, else I will have no choice but to request you to be transferred over," Professor Mills said in finality. "You can leave now. But know, that I will be watching you with extra scrutiny. Should I see you slip up, I will follow through on my threat."

Gone was the concerned professor from last week. She was cold now and watching Emma with a look like she couldn't quite decide what to do with her.

Emma nodded her head fervently. And then she gathered herself and left the office, heart hammering and determined to work hard.

That night when she went home, she dedicated hours to her psychology homework, making sure no detail went unnoticed. She was going to prove she could ace this class. She even started early on her essay which was due next week.

Emma had never been this determined to do her work properly. She usually did it passably, just to get it done. Not now. David had been right in assuming Emma would find her goal, her motivation in college.

Emma had found that elusive spark. It was Professor Regina Mills. She was the spark that was going to light up Emma's whole life.

But what Emma didn't know was that the small match would turn into a raging conflagration in mere weeks.

* * *

Emma put extreme effort into her psychology 101 class. She often put her other homework to last minute, while spending inordinate amounts on simple readings. In class she would force herself to pay attention to the slides, pinching herself whenever she would let her eyes linger on her professor for too long. And it worked. It hurt to hold back from staring at the brunette, but Emma could do it. And when she handed in her essay she felt accomplished, sure she would get a good grade for it.

That was why when it came back with a big fat F on it, she felt like there had to be some joke. She stared at it, with wide eyes and disappointment filling her chest. How, _how_ had she done so badly? Did anyone else get this grade?

She discreetly tried to look over at Mulan's grade and saw it had a C minus on it. That wasn't any better but at least it wasn't a fucking F! So then why had Emma done so bad?

Professor Mills was up by the front of the room, seeming to almost relish in the groans of disapproval coming from the class. "I must say I am disappointed in the quality of the essays. There will be no rewrites for better grades, however, my office door is open if anyone has any questions on how to improve their writing for next time," she said, before launching into her lesson.

Emma had to shake herself free. She'd hurt over her essay score later. She sure as hell was going to confront her professor on this after class. Emma had never gotten an F before. Something had to be wrong. Especially since she'd put so much work into it.

There was no way she was going to tell her friends about this because they would only tell her 'told you so'. She couldn't stand them rubbing it into her face. It was too late to drop the class now. Emma would have to grin and bear it.

After class, she let her feet take her over to Regina's office. The door was open and she knocked on it, Regina lifting her head up from her work. She had been reading something, crossing out every other word with red pen. She looked up to see Emma. "Miss Swan. I assume you are here for your essay. Let me tell you this," she looked back down, entirely dismissive. "I have never read a sorrier essay. It makes me question how you got accepted into this school. Storybrooke demands excellence and from what I've seen you do not have those qualities."

Emma winced at this. Mills couldn't know, could she? That Emma had been let in only because of her father pulling strings.

"I just want to know what I did wrong so I can fix my essay," Emma said in a small voice, feeling like shit. "I spent a lot of time on it and I don't know what I did wrong."

Regina heaved out a sigh and gestured to the seat in front of her. "Sit." Emma did.

Regina jotted one last thing down on the paper before putting it away. This close up Emma could see that Regina's shirt had once again been unbuttoned low. Did she always let loose the fourth button in her office?

Emma averted her eyes. She needed to focus. She held her paper in front of herself, the pages crumpled with worry. Before she could pass it to her professor, the woman stood up and walked around to sit on the lip of her desk again, taking the paper only then. Why did she have to do that? Emma wondered in distracted thought as Regina crossed smooth thighs. It made Emma hot, even as she was torn between being annoyed with her professor for giving her such a grade.

Regina scanned it over, letting out a quick hum. "I gave you an F because you didn't follow the prompt."

"But I did. It said to construct an argument on the merits and draw backs of a widely distributed adaption of all mental diseases. And I did just that. I argued against it and provided evidence of my reasoning."

"Your answer was broad. I need specifics. And frankly, your examples were weak, something that clearly was found with two seconds of research and not dedication. Your writing is childish, and your grammar abysmal," Regina snapped back in a second.

"So I did nothing correctly?" Emma couldn't help but whine out.

"Don't be such a child about this. I issued a warning at the beginning of class; I even spoke to you about dropping out. You didn't take the suggestion."

Emma wanted to say she had no idea it would be this tough. But she couldn't quit now. She had too much pride riding on this.

"Then give me advice on how I can fix this. On how I can write a better second essay." Emma pulled out the second essay prompt they had been given. They had essay's every two weeks in this class.

"I already gave you advice. Implement it."

"With all due respect, all you did was point out what was wrong and not how to fix that," Emma grit out, starting to feel just a bit annoyed. Mills noticed Emma's terser tone and quirked up her brow, like it amused her.

"Go to the writing center. They will teach you how to write basic English."

Well that was rude.

But Emma didn't want to push her professor more. She got up, taking the essay from her professor and mustered up some determination. "I'll come back, when my essay is all written and ask for advice then."

Mills didn't say anything to that, just let Emma leave her office.


	3. On and On it Goes

Mary ended up taking Emma to breakfast at the end of the first month of school to check up on how her daughter was doing. That included inviting the roommate, who looked like she'd much rather shoot herself than sit there and listen to Mary complain about Emma's clothing style.

"You wear too much flannel. You'll never attract a man this way," Mary said spearing an egg onto her fork.

"I'm here to learn, not to get a man," Emma said flatly, while Ruby stabbed onto her fry violently.

"And how is learning going?"

"It's going well." Emma failed to mention how she had failed her first essay in the class everyone warned her not to take. She had gone to professor Mills office to get help on her second essay and she felt more confident about her next grade.

"And what about your social life? You make any friends yet Emma? You know how important that is. To have friends. It's the best four years of your life. Make the most of it."

Emma nodded her head and 'mhmed' to what her mother said, annoyed that she was nagging in front of Ruby. This was private stuff. When Mary left to the bathroom, Emma let out a deep sigh and rubbed her brow.

"Your mom is something else," Ruby commented.

"Tell me about it," Emma said in exasperation.

"She's not even my mom but she's forcing me to drink," Ruby added on.

"It doesn't take a lot for you to drink," Emma pointed out, because after living with Ruby even after this short of a time period, she could see her roommate had an issue.

Ruby chuckled. "Heh, I'll drink to that," and she pulled out her ever present and well hidden flask from the inside her pleather jacket.

"We're in a cafe!" Emma whisper hissed, warily glancing over to see if anyone noticed. "Put that away!"

"Even more reason to drink. It's like ten in the morning and you're mother pulled me out of bed this early for breakfast," Ruby said, taking a swig and hiding it.

Just in time. Mary came back, though thankfully she paid for the meals and left, saying she had a class to teach in ten minutes. This left Ruby and Emma downtown with time to kill.

They would walk back to campus. Naturally, conversation turned to class.

"How's Mills?" Ruby asked, because they were all curious as to how Emma was dealing with the class.

"It's okay. She is kinda of bitchy," Emma commented and Ruby smiled.

"But let me guess, you still have a massive crush on her," she teased and Emma rolled her eyes. She had long given up on denying anything. It was too obvious, and she wasn't the only one walking around campus with a massive crush. She had caught August, former acclaimed Regina recovery addict, accidentally going to the same cafe at the same time each time that the professor went.

Emma had called him out on it, because she just so happened to be going to the cafe at the same times. For none stalking related reasons. She had only been going there in hopes of observing her professor out of an out of class setting. Lately she'd been meeting up with some boy who looked young enough to be a student. Who was he? And why was she dedicating time for him?

Emma felt unreasonably jealous.

"Relapsing?" Emma had asked when she spotted August the third day in a row there.

He scowled and then went to join her at her table where she was working on a paper. "I am not relapsing. And you shouldn't be joking about such a thing, not when you're head over heels for her."

Emma rolled her eyes, in denial about how strongly she felt for this professor. "I am not. I am getting over it. Her looks may be a ten but her personality is a five."

"Hey, don't diss her!" August shrilled out, pointing angrily at her before he remembered himself. "Shit, sorry. I shouldn't have said that." He ran a hand over his face. He sighed. "Maybe you're right. Maybe I'm falling back. I need to reschedule with my therapist."

"Yea, you do that," she said, sipping on her tea. There was no way she'd flip like August did. It was just a stupid infatuation. She'd get over it eventually, and though she knew it wasn't healthy and that she let it guide her decisions, she was in no rush to get over it. She had never felt this deeply for anyone before, and due to recent knowledge on psycho analysis, she was using that on herself and trying to figure herself and her feelings out.

Back in the present with Ruby, Emma didn't deny anything. "Yea, I still like her. She's hot."

"I agree," Ruby nodded her head. She pulled out her flask. "Wanna drink to hot people?"

Emma rolled her eyes. Alcoholics. Honestly.

* * *

This couldn't be right. A D? How was that possible? How could her score be so low even with Mills helping her? Something couldn't be right. She had to confront her professor about this after class. If her grades kept going like this, she would fail in her first semester. And because of all the concentration she was putting on this class she wasn't getting such great grades from other classes there either.

Fuming in anger for the duration of class, she clenched and unclenched her hand under the table. Anger still sung in her veins after her class ended and her feet steadily carried her to the office, where the door was closed.

Emma would have just strode in, had she not recognized her mother's voice behind it.

"I hope you aren't acting biased towards Emma, Regina."

It seemed like they knew each other. Emma hadn't known that. She pressed closer to the door.

"Why? Does she feel that way? I give her no special treatment. I told her from the start that just because her parents are influential and run this school, that it won't mean I will over look her shortcomings." Professor Mills' voice is stern and cold.

"I know you will certainly give her no favors. I am worried about you scoring her lower because of who her parents are."

Emma's brow furrowed. Why would Regina grade her lower because of that?

Regina scoffed. "I would worry less about my scoring process and more on you sending your daughter to tutoring. She has huge gaps in learning and needs all the extra help she can get."

There was a beat of silence before Mary spoke in a tense voice, a dark voice, unlike Emma had ever heard before.

"If I find out you're biased against her and that you are giving her any sort of trouble, I will take action against you."

"Do not threaten me in my own office!" Regina hissed out and there was a loud slam, startling Emma from the door.

"We _own_ this office," was the reply and then footsteps were approaching the door. Emma turned on her heel and ran, nearly stumbling over her feet before she made it safely.

She didn't bother to go back to the office.

* * *

Her head was spinning with what she had found out and she went back to her room, heavy hearted. Was Regina indeed scoring her lower than her peers because of her parents? But why? What was the truth behind it?

"Ruby, I need some advice." Asking Ruby might not be a good idea. The girl didn't always have solid ideas but Emma had no one else she was close to.

"On what," Ruby asked, pausing from the game she had been playing. It was some shooter.

"Well...let's say you found out that someone might be potentially doing something against you just because of who your parents are."

"Why would they do that?"

"I don't know. But what would you do about it?"

"I would confront them about it. Figure the truth out. Ask them to respect you."

Actually good advice if Emma had the courage needed to accost her professor about it. But she could ask her mom. But she didn't want to reveal that she had overheard. "Thanks," she threw out before rushing out the door and calling her mom.

"Hello sweetie. How are you?" she answered in a sing song voice, so unlike what it had sounded like in the office mere minutes ago.

"I, um, I'm good. I just wanted to ask you a question." She shoved her free hand into her jeans pocket, hunching her shoulders up as she took an uncomfortable position. One that mimicked how she felt about this conversation.

"Sure. Anything."

"I wanted to know...uh, why were you so reluctant on letting me join Professor Mills class?" Emma's parents had been so distraught when Emma hadn't dropped it, but they had found out after the dead line passed and she refused to change her mind even as David promised he could make things work for her.

That he would make an exception for her.

She had felt dirty at that.

She didn't want to bend the rules just because. It was an abuse of power.

"Well, she's a harsh grader," Mary let out, not expecting this conversational topic.

"No. The real reason." Silence on the other end.

A low sigh. "Listen sweetie, you don't need to know-"

"I do."

"Why? Is she doing something to you-"

"No, she's not," Emma cut in. "I just want to know."

Another low sigh. "Well, a long time ago...I got Regina in trouble with some important people and she was quite mad at me for a long time. I was just worried that she could take it out on you because you were in her class." An uncertain pause. "Is she?"

"No, everything's fine," Emma said too quickly. "Thanks." And then she hung up.

So. This was interesting. Was Regina really lowering her grades or did Emma deserve these grades?

She wanted to believe that Regina wasn't really doing this for some old grudge. But there was only one way to find out. By working even more closely with Mills. To check in everything with her. Every last detail. She would be annoying about it as well.

If not, than she would hatch another plan. In fact, she'd make her plan work in tandem to checking over every last detail with her professor.

* * *

Professor Mills had a tendency to allow students to leave their essays in her mail box. This would allow Emma to make the swap. What she was going to do was take another student's essay and switch their essay with hers, only doctoring the names. This would be an indicator enough if Regina was lowering her scores because of some sort of grudge.

The only question was, what would Emma do then if it was true? If Regina was really lowering her grade based on her name? Emma's stomach curdled in on the thought. She hoped it wasn't true. Either way, the wait would be a week's time and she knew she wouldn't be able to sleep properly until her results came back.

So until the week was over she went about her classes like normal, this time her gaze on Regina pondering and not just full of longing and want. She even went to some club events with Ruby. She found her roommate only went to those for the free food offered there and Emma wasn't mad in the least because the food they had was certainly better than the dining hall food, despite David's attempts to make it better.

Emma did manage to befriend a guy named Neal along the way. He was a scruffy looking artist major who held their same principles in attending club meetings not for introductions or getting friends but in getting free food.

"I haven't even finished school but I'm already a starving artist," he said jokingly as he bit into his fifth free burrito. He also never seemed to be a _full_ artist either.

He took an instant shining to Emma for reasons she didn't know and was afraid to ask about lest it drive him away. But he was cool to hang around with and he taught her a lot about art and the different theories behind it even if none of it settled in her head.

The graded essays were slowly handed back and Emma was handed back Mulan's essay instead. The C on it was bright red and depressing. For Mulan of course.

The Asian woman next to her was looking over her paper with some confusion, no doubt wondering why the essay sounded different. Quickly Emma erased her name from the top of the paper. "Sorry, there must have been a mistake," she said, grabbing the paper out of Mulan's hands and giving her the one she'd had.

"Oh, okay." Mulan looked even more confused by this exchange but didn't comment further on it.

Emma looked at her paper. Hm. Her brow furrowed. In big bold text it said, **See me after class**.

Oh no. This could not be good.

Dread coalesced in her stomach the whole class period and she tried to look over at her professor for any hints as to why this might be. But her professor was too wrapped up in her lesson and she didn't even once look at Emma.

Maybe Emma could run out of the class before her professor noticed when it ended? This way she could just pretend she forgot and miss this entire mess?

That was Emma's hope because she really did not want to speak with her professor. She had a feeling it would not be good. As the hands on the clock crept closer, Emma began to discreetly pack up her belongings. Regina, of course, took this time to notice this.

"Miss Swan are you in a hurry somewhere?" she paused the class, forcing everyone to look at Emma and not the lesson on the powerpoint slide.

"Uh," Emma's throat felt dry and her hands sticky. "No?"

"Then why are you all packed up?" she was referring to Emma only having her notebook out and her pen, and her ass half hanging off the seat, looking like she would bolt up any second and run.

Because Emma didn't have anything else to say to this, she just shrugged and slid back into her seat, cheeks burning red.

Regina arched a perfect brow, like she had won over Emma, before turning back to the board. Emma stewed in embarrassment for a good while until class was truly over. Now, she didn't even have the option of ducking out unnoticed because Mills clicked her tongue and gestured for Emma to come over to her desk.

She gulped and thumbed the strap of her book bag nervously. "Yes?" she tried to ask in as none wavering a voice as she could.

"Emma, we have a lot to discuss today in my office." Her eyes were hard and her demeanor even harder.

All Emma could do was dumbly nod her head, wait for her professor to finish packing up, and then follow her out the room.

When she got there, Regina closed the door behind them with a resounding click that sounded like a prison cell door closing. The professor took her time sitting down in her seat, folding her hands regally as she indicated for Emma to sit in front of her.

"Emma, you did a very, very, dumb thing. There's no other way to put it."

Emma's heart was pounding hard and she could hear the beat in her ear drums. She swallowed. Her throat was dry.

Regina continued on, noting that Emma had not said anything. "You switched out your paper with Mulan's. Did you think I wouldn't be able to tell from the style of writing which was hers and which was yours?"

Oh god.

There is a roaring in Emma's ears now.

Regina had seen right through it.

"I don't know what your goal had been in doing that. And I must say I am very disappointed in you. I'll have to report you to the dean because impersonating another's work counts as plagiarism, and they'll have to kick you out."

"No, please don't kick me out," Emma gaped, horrified and feeling useless. Feeling like she had fucked up big time. She could only imagine the disappointment in her parents' faces when they found out about this. "I didn't mean any harm by it. It was just- I just- I just wanted to see!"

"See what?" Regina is the picture of calm while Emma is the poster child for stress and anxiety attacks.

"My grades. If you were grading me fairly."

Regina's lips twist up at this in distaste. She sighs out heavily. She seems to know where Emma could have gotten this idea from. "I suppose I won't report you then, since I know your situation and where you are coming from. But this doesn't mean you get off without a punishment. This type of behavior is unacceptable and I won't have you continuing to do it just because of something vapid your mother might have said to you." She sat back, raked her eyes over Emma's shaking and pale form from head to toe. "You'll work for me," she decreed at last.

"Work for you?" Emma nearly choked on the relief going through her. She wouldn't get called to the dean. She wouldn't get kicked out. And her parents wouldn't know about this.

"Yes. Like an assistant. But unpaid. You'll be cleaning my office, organizing files for the psychology department, which is grossly needed as of now, and going out for coffee if I need any. All this until I decide that you've been punished enough and have learned your lesson in attempting something like that again."

Emma nods her head frantically, close to tears. Anything. She'll take anything over having to be reported. "Thank you, you won't regret this," Emma says, grabbing her bookbag and fleeing the room before the tears of relief slid down her face. The last thing she wants to do is cry in front of her professor.

"I already do," Regina sighs out tiredly but Emma doesn't hear her and the woman goes back to her papers from other classes.

Now that the terror had disappeared, Emma lay in bed thinking about Regina's punishment. She shivered as she thought of another inappropriate punishment her professor could give her. Bending her over on her office desk, kissing Emma hard and disrobing her before having her.

Emma squeezed her thighs tight. This wouldn't be the first time she thought of her professor sexually and it wouldn't be the last. She let out an unhappy groan as she realized she wouldn't be able to go to sleep with this in her system. So she grabbed a towel and went into the shower, intent on wringing out every last enjoyment of the idea of Regina's body on her as she pinned Emma to her desk and fucked her long and hard.


	4. It's Getting Worse

Emma had officially joined August's club, called the Regina Mills Obsession Club or RMOC. And no joke, it was an actual club. Not an official one as it would draw questions towards them and get them shut down, but there was about fifteen students in it. Three of them girls, one of which was Emma.

"I didn't know this was an actual thing," Emma said as she looked on at the group, all happily chatting among themselves and helping themselves to some food laid out on the table.

"Yea, there's also a Fuck Regina Mills club." At this Emma's cheeks colored and she turned to stare at him open mouthedly.

"Not that kind of fuck. Like, as in hate. They're our club rivals and you can bet they have more of them than we have of us. But on a serious note, this club helped me through my tough times. And they're all great friends and people to know." He leaned against the wall, eyeing them with respect and familiarity.

Emma gazed around them. "So what do you guys do in this club?"

"Talk about professor Mills, obviously. But not like stalking. Just like talking about how hot and awesome she is. And on spreading understanding for her."

"Uh huh," Emma nodded her head, not quite sure how to wrap her brain around this. And also not quite sure how happy she was with what they were doing. "Riveting."

He let out a laugh. "You don't need to be sarcastic. We don't do much, I know. But it's nice to just be here, to know you're not alone."

"What if she finds out about this club? Wouldn't she be creeped out?"

"Nah. She won't know. We hold this to our chest like a secret. And we combat the evil jerks in the other club. Did you know they wanted to key her car last week? Honestly, haven't they got better things to do?"

Emma gasped at this. Key a professor's car? "Don't they know how much trouble they can get in for that?"

He shrugged. "Well, we stopped them so it all turned out okay." They stood in silence before he couldn't hold himself back anymore. "So," he started with an excited grin. "How's working for Mills?"

Emma let out a groan and let the back of her head hit the wall. "I should have known there was an ulterior motive to you inviting me here."

He spread his hands out. "Hey, its in the name of the club, so you can't get mad."

"Honestly, it's...I don't know exactly how to describe it. It's so nerve wracking to be there with her and yet at the same time, I love it."

Emma faded into a memory. For the past week or so she had been spending most of her evenings in Regina's office. This meant while the professor sat at her desk, typing up some emails or finishing up some work, Emma was bent on the floor, organizing hundreds of monotonous boring papers. Flipping through them made her eyes dry and she got a paper cut once or twice each time. But she wanted to do well to impress the professor and so she tried her best to put everything in order.

When her work would be finished, she would show it to Regina, waiting with baited breath for her approval. The woman would merely slide her dark eyes over it and then order Emma to move onto the next.

Not quite the praise Emma wanted but oh well. Just being around the professor like this was more than other students could say, especially those in the club.

Once or twice Regina had asked Emma to get coffee for her and given her a crisp twenty, telling her to keep the change. On those occasions when the bill was being passed from one hand to the other, their fingers almost brushed and Emma had to do everything in her will to not squeal out loud.

She just hastily took the money and ran to get the coffee, wanting to get it as quickly as possible so Regina wouldn't be too long without her drink.

Their interactions were sparse during these sessions of up to one or two hours. The professor would speak up a handful of times and Emma would stammer through a sentence in response. And when Regina would turn back to her work, Emma would sneak glances in at her professor whenever she could. Her profile was just so charming and the way she sat with one leg crossed over the other, her skirt riding up a bit revealing a tanned thigh, was just so much. It made Emma feel a bit breathless with want.

Friday evening, things had been different though.

Regina hadn't been in the office when Emma came for her hours and so the blonde loitered outside, shuffling her feet and unsure if she should leave or not. She waited twenty minutes and then she heard the familiar clacking of heels down the hall.

She saw Regina walking down with a hint of frustration on her face. Something was wrong. Emma had studied those beautiful facial planes and mesmerizing physique enough times to be able to tell that Regina's twitching brow and her pent up shoulders and tight stride meant something bad had happened. But what?

"Hi," she breathed to her professor as the brunette came closer, the woman digging out her keys.

"Sorry I'm late. I didn't expect the meeting to go for so long," she said with a small sigh. Almost imperceptible.

"That's alright. I'm here to be punished, after all." Emma winced as soon as the words were out of her mouth

Regina chuckled as the key slid in and the door clicked open. "That you are," she responded with as she strode in and Emma gulped. Surely the professor hadn't meant it to sound filthy at all and yet it had.

Regina flicked the lights on, tossed her keys onto the desk. "I'm afraid I won't be staying long in my office today, Emma. So you won't have much work."

"That's fine. I've got homework to catch up on," Emma said nervously, rubbing her hands.

"And how have your other classes been going?" Regina asked unexpectedly. She leaned against the lip of her desk, crossing her arms over her chest. Her eyes were singularly focused on Emma and it was making the blonde self conscious and hot under the collar to be the direct focus of her professor. She would have been fidgeting more if she didn't tell herself to stop because she would look weird.

"Um, okay. I guess," she shrugged.

"Look Emma," she sighed. "I know we got off to a bit of a rough start but you must realize that I do have your best interests in heart. I want you to do well in my class."

"Well, its kind of late for that. I've messed up, so many times." Emma looked down at the carpet, ashamed.

"There's still time to fix your grade. And to be honest, you're doing better than a third of my students there."

Emma brightened up at those words. She would have never expected to hear such praise coming from her stringent professor's mouth.

"Additionally, I may have been a bit too harsh on you, given who your mother is. She and I, aren't on the best terms," Regina said delicately. "So I've decided to reevaluate your essays."

Emma's eyes went wide on this. "Seriously?" she breathed out, probably looking like a fish out of water right now with the expression she was making.

"Truly. Bring your essays next Monday and I'll see what I can do." She got up from her spot. "I hope we can both get a fresh start again." Regina was watching Emma carefully, eyes eagle like and not missing anything. Her demeanor was so different than from how she had been so rude and insistent Emma drop from her class.

"Thank you professor."

"Don't thank me just yet. Go, enjoy your Friday."

And Emma rushed out of the office, Regina tilting her head in thought over her student.

"And that's why we love her," August said once Emma had recounted her tale to him. "She's full of surprises."

"Yea. Surprises." Emma commented dryly, if that's what the hot and cold behavior could be called. "For sure. But I'm happy. My grades can go up!"

"And you get to be closer to her!" he gushed, because truly, wasn't that what they all dreamed of?

Emma shrugged. "One thing at a time. I still don't think she's ready to be open with me like that." _Or ever_, was Emma's added and private thoughts.

* * *

Monday arrived and with it Emma after all her classes, with a folder in her hands that contained her past essays. Her professor was already in the office, shirt like typical unbuttoned down far too low to be decent. Emma didn't comment anything about it, just swallowed in a throat gone dry. She sat in the desk in front, handing the sheaf's of paper over.

"You don't need to sit here while I grade these. You're free to do what you will."

"I don't have to clean up the office?"

"I didn't bring any delinquent papers for you to fix up, so no."

"Oh." Emma had been hoping to stay here. To get to spend time in her professor's proximity even if it was composed mainly of silence. "Okay. I'll go get dinner then."

She left without another word from her professor, feeling a bit let down. But she made way to the dining hall and swiped her card there, grabbing a plate and sitting down next to Ruby who was discreetly slipping in some alcohol into the cup of soda she got.

"Ruby, I think you might have a problem," Emma said with an arched brow as Ruby hid the flask back in her leather jacket.

"And so do you when it comes to Mills but you don't hear me complaining," she shot back defensively, jabbing into the cheap dining hall steak.

"Actually, you do. I just tolerate it because I'm not afraid of the truth. But you are. Stop drinking," she snatched the cup away just as Ruby was reaching for it.

"Then I'll just drink without chaser," she grumbled, reaching for her flask and drinking from it like she wasn't in any danger of getting caught.

"I am not taking your ass to the hospital again," Emma warned, giving up. There was only so much she could do if her friend didn't want help.

"You won't need to. I have it under control. This time," she stressed and Emma shook her head.

"Mind if I join you ladies?" Neal asked as he came up behind them, his black and white striped shirt covered in paint and some of it having dried on his hair. A cigarette was tucked behind his ear and he smelled of Turpin and smoke.

"I thought you didn't have any meal swipes."

"I can't afford them, but my girlfriend can," he said with a wink. Neal had found himself some freshman girl to date, which allowed him to get into the dining hall more frequently because apparently upperclassman meal plans weren't unlimited. But very limited, given the way he lamented the fact constantly.

"Neal," Emma said in exasperation. "Are you only dating her for the food?"

He shrugged innocently as he shoveled in his food. "Neal," she reprimanded.

"Hey, don't give me that when you have a crush on your professor the size of the moon."

She gasped out. "How do you know that?"

"Dude, when I was with you last week and you saw her walking on campus you almost snapped your neck to look at her. I'd be surprised if anyone doesn't know about it yet."

She flushed, mortified. "Oh god, is it really that obvious?" She had thought she had toned it down. She wanted to hide behind her hands. But she didn't.

Geeze, did even the professor know?

If Regina did, than Emma was a hundred percent certain she would drop out of college.

* * *

"You will have a project to complete as part of midterm week, along with your midterm exam," Regina announced, watching the crowd of students to make sure no one would groan in despair. No one dared to, but they were all thinking it. They already had too much work to do. "You will all be responsible for picking a mental disorder to write about and then present on it a form of therapy you would take to quell it. More details are on Blackboard and if anyone has any questions or needs help do not hesitate to come visit me for help."

Emma's mind suddenly perked up. Oh, an excuse to see the professor more. Regina had handed Emma's essays back, graded half a point higher. Which wasn't much but coming from Regina, it meant a lot. It meant the professor was softening up towards Emma, though the blonde had no idea why. All of a sudden the professor's behavior had done a 180.

It made Emma curious but she didn't dare speculate on it. Maybe the professor had simply decided it would be vapid to continue beefing with a student over a grudge that had been caused by the student's mother. Emma wondered what had occurred between the two women but she didn't know of a way to ask about it without getting the truth omitted.

Still, she knew sooner or later she would cave and ask. Right now, she had no time for that. She had to finish up the huge workload she had and think of bullshit questions to make up so she could come to her professor's office.

Eventually when she felt she had a viable amount of them, she packed them up into her bag and left to speak with her. She caught another student leaving the office, a grim expression on his face and wondered what the hell had happened.

Tentatively, for Regina might be in a foul mood, Emma rapped on the door, peeking in. She caught Regina pinching the bridge of her nose. "Come in, Emma," she smiled when she saw the blonde mop of hair and Emma's insides melted at the usage of her first name and smile on her professor's lips.

God, she had it bad.

She went in before her legs could turn to jelly and sat down. She held the papers with her questions and research topics on it. She truly found psychology interesting and she was so overwhelmed by it all that she didn't know which disorder to make a project on.

Before Emma could open her mouth, Regina got a phone call. "Excuse me a moment." She rose up out of her chair and took it in one of the side rooms, Emma drumming her fingers on the wooden desk. She could make out sharp murmured words; surely not a pleasant conversation. And when her professor came back, she looked a bit drained.

"I'm sorry for that. A professor's work is never done. Would you mind terribly if we continued this later?"

Emma furrowed up her brows. But today was Friday and the project was due Tuesday. She would have no time to ask her professor information on it before having to do it. Just as she opened her mouth to say this, Regina tacked on. "We can come to my house. I don't mind, I just simply need to be there because my project is there and I need to send it in tonight."

"Oh." Emma felt the roar of blood in her ears. Going to a professor's house? The professor she had a sordid crush on? She didn't know how to feel about it.

Regina must have taken it as a sign of disappointment.

"I insist on you coming over to my house. Please. I'll make dinner and you can ask me your questions there. Think of it as an apology for rushing to being too judgmental to you based on who your mother and father are."

When the professor put it like that, how could Emma say no? "I don't mind," she choked out over her excitement. "Send me the address and I'll take a taxi-"

Regina waved her off. "We'll take my car."

And Emma didn't think her day could get any better than this. She was about to be proven wrong.

Regina naturally drove a sophisticated vehicle. A Black Mercedes that purred when it was turned on. The inside was all sleek leather and it smelled overpoweringly of Regina's perfume. Emma felt like sitting in the car with her cheap clothes was to sully it. She knew it was a ridiculous idea but she couldn't help it.

As soon as Emma was buckled in, Regina pulled out of the parking lot. "And don't worry about getting back. I'll drive you to your dorm."

"Thank you," Emma said because she was overcome with girlish excitement and couldn't think of anything else to say. August would practically foam at the mouth when he heard of this. No doubt Emma was the only one to get this privilege.

Emma suddenly realized she had no idea what to talk about with her professor. She didn't want to come off as boring. She wanted to impress her, however impossible the idea was. But naturally, she wasn't a gifted talker, even in stress-free social situations.

"You uh, see the new superman movie?"

That was a dumb question. Regina was too smart to spend time watching mass market movies. She probably watched indie films.

"I actually did," Regina says, surprisingly. "But I don't like how they ended it. We all know there's going to be a sequel. No need for cliff hangers."

Emma relaxed as Regina took the reins of the conversation. "I feel the same way. I actually don't like superhero movies but my friend dragged me out to see it."

Regina steered the conversation smoothly, just like she maneuvered the car, and soon they were in front of her house. Though mansion would be more descriptive.

"Wow," Emma barely resisted the urge to squish her face against the glass to get a better look. The house was three stories tall and sprawling wide. All white columns and marble. The garden was neatly taken care of out front and the giant iron gates swung open as Regina pulled the car in.

"You can afford this?" Emma gasped out, forgetting how personal of a question this was.

"I inherited it," Regina said simply. "It used to be my father's." She parked the car and they got out. The inside was even more marvelous than the outside and Emma tried to contain her excitement. They got to the living room, Regina inviting Emma to sit in it. She dropped her keys into a bowl. "There's refreshments in the fridge. Help yourself to some. I'll be back in a moment, I merely need to send something."

"No problem," Emma said and went to the fridge, her throat dry from a combination of nerves and joy. She found a pitcher inside with a dark red liquid and some fruit slices, mainly oranges. She poured herself a healthy dose of it. She took a sip. Hm. This tasted good.

She chugged the whole glass in one go and then refilled it again, drinking half of it and nursing the other half as she snooped around her professor's downstairs as Regina was upstairs.

The whole house was white, with touches of gray and black. It was sterile, same as her office. Almost like Regina didn't bother to add any personal affects.

There were tomes upon tomes on the book shelves and pictures of a younger Regina with who must be her mother and father. She looked adorable and happy in the pictures. There was one of her wearing pigtails and with a gap tooth smile. One of her riding on a horse. Another of her at a cookout when she was a teen.

In frames on the walls there were many awards and certificates hung up. It seemed Regina was very accomplished and Emma wasn't shocked. She carried herself like a woman who did many things.

By the time Regina came down, Emma had finished the second glass and she was feeling a weird edge under her skin. She didn't know what it was.

"Alright, I'm all done. How about we get your questions out of the way and I make some dinner afterwards," Regina suggested when she came down. Her shirt was unbuttoned characteristically low and Emma felt a buzzing in her ears that she had never felt before.

"Okay," was all she could think to say as she sat down and began to shift through her folder for the papers. Regina sat down next to her, only a few inches away and Emma swore she could feel the heat of her even from this far away. All of a sudden a certain flush fell over her. She felt woozy. Tired. Sleepy almost.

Was she getting sick? She handed the papers over to her professor, finding that the edges of her vision were going a bit blurred.

Okay, this was really weird. What the hell?

"What did you need help with, Emma?" Regina asked.

"Um, like, just picking an idea," Emma mumbled out, eyes laser focused on Regina's lips. They looked so soft and so kissable as she talked. Emma unconsciously leaned in, following an insane desire to just plant one on her professor.

"Emma, are you okay?" Regina asked in concern, noticing the other girl's flushed expression and glazed over eyes.

"Mm," was all Emma could say as the drowsiness got too much for her and she face planted into Regina's shoulder.

**Notes for the Chapter:**

> A/N: To be clear, it was alcohol Emma drank. And because she doesn't have a tolerance, this happened. But now, it seems Emma might have to stay over...


	5. Alcohol is not Water

Emma wakes up with a dry mouth and a hammering in her head, a soft weight on top of her. She is confused by her surroundings, unsure as to what is going on. Why the hell is she on a white couch? Whose house is this?

She sits up as alarm fills her and looks around wildly, smelling the scent of frying bacon coming from the kitchen. She recalls it being evening and not morning, which it is, judging by the light coming through the blinds.

What had happened? Slowly some events trickle in. She pushes the white blanket off of her and carefully goes into the kitchen, hoping her professor could explain. She found the woman there, back to her and working the stove, legs entirely bare.

Emma momentarily forgets her confusion as she just stares, throat going tight. Regina turns around to get something and sees Emma, breaking the blonde from her mindless ogling. "There you are. How do you feel?" she asked, something soft on her face.

"Um, confused?" Emma says, bringing her eyes up.

"You drank alcohol last night Emma."

Emma's eyes bulge. "I did?"

"I was so worried when you suddenly collapsed on me. I was about to call the paramedics. But then I saw that half my pitcher of homemade sangria was missing and I connected the dots. Have you never drank before?"

Emma shook her head. She wasn't a drinker, no matter how Ruby tried to sneak alcohol into her food and water. "I didn't know." Emma feels a flush of mortification fill her. Her first time at a professor's house and she gets drunk in front of them.

How embarrassing.

"Don't worry, your secret is safe with me," Regina winks slowly and Emma feels her thudding heart skip a beat. It should be illegal to look that good when winking. Regina turns to a coffee pot where some lukewarm coffee sits. "I kept you here. Thought you wouldn't appreciate campus security knowing an underage student got drunk. Plus, word would get back to your parents."

"Thank you," Emma stammered. "I'm really embarrassed."

"Don't be. We all make mistakes. Some worse than others." Emma must haven imagined the slight edge to Regina's tone there. The professor turned around, two mugs of coffee in her hand. They smelled great but Emma's attention was diverted to the low cut of the white robe. She could see down into Regina's chest as the woman leaned over, and Emma didn't think her professor was wearing anything underneath.

She felt hot and jerked her gaze up from the tops of the breasts before she could get caught. Regina had been looking directly at her, but had she noticed? Emma took the mug gratefully and took a sip of it. It tasted vaguely vanilla-ish. She didn't take the professor for liking those sorts of soft tastes.

For lack of options, Emma merely watched Regina cooking. "I hope you don't mind. I took the liberty of making you some breakfast. How do eggs and bacon sound?"

"Amazing," Emma breathes out as she watches Regina bend over to get something from a lower cabinet and the robe slips further up her thighs. Emma's not really talking about the food anymore. She absently goes to take a sip of her drink, but with her eyes trained on her professor's ass, she ends up misjudging and it spills down her front. The coffee isn't hot enough to scald but it's made a right mess and Emma shakes her hand off where some has spilled, uncertain as what to do because she's got it pooling in the folds of her shirt. "Damn it," she swears under her breath but her professor hears her because she comes over with a towel.

"Stay still," she instructs and begins to dab at Emma's shirt which has now been ruined. This gives Emma yet another glance down Regina's neckline and Emma can feel her clit throbbing this time as her arousal kicks in. She jerks her head up to avoid this, to avoid arousing herself further and tries to keep her breaths even as Regina dabs the towel all the way up to her chest. She's sure the professor doesn't mean for it to be inappropriate but it sure as hell feels this way with Emma's hormones pumped all the way to a ten.

All too soon the torment is over. "There. Not all the stains are out, but I fear a towel can only do so much against coffee."

Emma is inclined to agree, but also in regards to her heart being too weak to handle all these interactions. She didn't know how she could deal with the rest of her stay at the professor's house.

Thankfully, or un-thankfully, Regina keeps her distance from Emma for the rest of the morning. They sit down at her large dining room table and share breakfast. "I hope you don't mind, I like to watch the news as I eat," Regina said, turning on the TV and giving it her undivided attentions.

Emma is grateful for this because it spares her from having to make conversation, one she would surely flub in her heightened state. The meal is delicious and when it is over, Regina turns down Emma's offer of helping to clean up. She then goes upstairs to change and Emma tries really hard not to think about Regina taking off her clothes and how she'd look underneath it.

Emma has to sit on her hands on the couch, thighs squirming as she tries to ignore her own thoughts and watch the TV. Regina descends down the stairs, looking as regal as ever, having an all black ensemble on today.

It makes it even harder for naughty thoughts to keep out of Emma's mind and she jiggles her foot to try to chase them away with distractions. "I have some time to talk over your project; sadly we didn't get to do much last night. Unless you have class?"

"No, I don't have any weekend classes," Emma clarifies. She does, however have a work shift but honestly, spending extra time with Regina is worth skipping it.

"Good. This shouldn't take too long then," Regina settles down on the chair in front of Emma, spreading out her papers on the coffee table there.

Finally, Emma gets some help on her project. She settles on choosing an obsessive compulsive disorder because in a way, she feels like her feelings for her professor are like this. Taking over her mind and intruding her thoughts pervasively when she least wants them too. And then Regina's driving her back to campus after their conversation is over, far too quickly for Emma's likes. She could spend all day and night listening to the professor talk about psychology because it's clear she has a passion for it.

As Emma swings the passenger car door open, for one crazy moment she can imagine herself leaning in and kissing Regina as a goodbye. In the way couples do when leaving the car. But she manages to stop herself before she can do this, says her thanks to her professor, and leaves the car to go to her dorm.

There, she's too giddy to sit still and do her work. Deciding to quit, she calls up August because she needs someone to share this crazy story with.

* * *

"We bow before you, all holy one," August said, mock bowing to Emma when they saw each other across the common. She flushed as people gave them odd stares. "Cut it out," she hissed.

She had told him the whole story and he had been as excited, if not more, than her.

"Seriously. You're living all of our wet dreams right now. Maybe we should get you to introduce the rest of us to her."

She gave him a wry look.

"Kidding. Kidding," he joked but there was a tinge of seriousness to his words. "So, where does she live?"

Emma snorts as they pick their way through the grassy field to the library. "Like I'm going to tell you."

"I swear I won't stalk her there," August slashes a finger over his heart, flashes her his charming smile.

"No, dude. Like seriously. You went to therapy for this, I am not enabling you."

He frowns, kind of hurt. "But I'm fine now."

She shoots him a look.

"You're in the same club as me, so you're not any better."

"You made me join it," she points out, shaking her head at him. Honestly, he was too much sometimes.

They met up with Belle inside, who helps them with some class work before she heads out to her aerobics club. Emma thinks of joining one but that would require her having to actually move around and exercise and she would rather not.

Although maybe...maybe if Emma had abs Regina would pounce on her. She snorted. A girl could wish. But she can't get the foolish idea out of her head and decides to go to the gym anyways.

* * *

After that drink incident, there's a new sort of...dynamic between Emma and Regina. A teasing one, that leaves Emma flustered and excited and just feeling like a child again from the sheer amount of joy it brings her.

Regina gives back Emma's presentation score with little inside comments like, 'maybe drink some water before you present' or 'hope you have a good break next week with appropriate beverages'.

When Emma glances up to see Regina's reaction to this, the professor has one side of her lips curled up, making sure to meet Emma's eyes before looking away. Emma wants to respond to this, and decides to do so after class is over, once enough students have left so as not to make it too obvious to others what they are talking about.

"Professor, I just want you to know that I drink lots of water, in fact. I love water. Call me a water nut," she said, because she wasn't entirely certain which direction her professor was making these comments from. Was she going to hold this over Emma's head? Or was she only jesting?

"Well, I would hope so. I wouldn't want you collapsing again before we even get to the good part," Regina looked up from her seated position at her desk, a coy look on her face.

Emma's neck suddenly felt on fire. Wow, that statement could be taken suggestively. But most likely it wasn't meant that way because Emma was just dirty minded about anything the professor meant. "No, of course not."

"And do have a good thanksgiving break," Regina said. "Any plans for it?"

"Well, I do live close to the college so I'm not going to go anywhere far for it. I'll probably have dinner with the 'rents and then hang out around town. What about you?"

"I'll probably be here too for dinner. I have a couple friends coming over."

"That's nice," Emma said for lack of knowing what else to say. She was happy that the professor would be in town for the holidays, because this meant Emma might have a chance of bumping into her, despite how rare it might be. "Well, have a good break then."

"You too."

And Emma left at that, wishing she knew how to extend conversations with her professor more but not knowing how.

* * *

Thursday morning found Emma and David at the local grocery store, only because Mary had forgotten to get cranberry sauce for the dinner. Normally Mary was a planner and already had everything. But David had said there was cranberry sauce without actually looking to confirm for it and now he was forced to go get it. Emma tagged along because she didn't wanna help in the kitchen when Mary was holiday crazed. It became a hell there, Mary on a warpath with the turkey.

David went to go get the sauce, winding his way through the crowded store. They would undoubtedly have to wait hours on the long lines for their one item. While David did his job, Emma found her feet moving her to the wine section. She wondered what it was that she had drank at Regina's place. It had been such a good drink that she hadn't even known it was alcohol.

"I thought I told you to stick with water?" an amused voice said behind her and Emma swirled around so fast she nearly knocked some off the shelves.

"I'm not buying it, I swear!" Emma said, thinking it was a sales staff. But it was only her professor, looking casual in a pea coat and matching blue scarf and hat. She had no makeup on and yet that made her look even more beautiful.

"Oh," Emma breathed out when she realized who it was. "Hi."

"Last minute shopping?" Regina asked.

"Uh, yea. Dad forgot the cranberry sauce so we had to go get some last minute."

"Happens when you're a busy adult. I too forgot some things and had to go get it. But these lines are horrid. Maybe I'll go without turkey today."

"It wouldn't be the worst idea," Emma commented, starting to ramble so she could keep the professor engaged. "Neal, my friend, was telling me about how last year he tried to hold a Friendsgiving with his friends and they hadn't taken out the turkey to defrost on time and so they ended up putting it in the dirty house tub to defrost it that way, only to end up not cooking it thoroughly later on and having no turkey at all in the end."

Regina gave a little chuckle at this and Emma's heart soared at the sound. "Well, I'm certainly not doing _that_ with the turkey." The professor's eyes shifted to the right a bit and then she was saying, "I'll see you on campus, Emma."

She left and Emma was disappointed to see her go. A second later David came up to her, carrying several cans of cranberry sauce.

"Dad, I think that's too much."

His forehead wrinkled up, "yea, but you know how she gets and it's better to be safe than sorry."

* * *

Dinner was...an affair as always. Both David and Mary chastising Emma about her grades and worrying over her class with Regina. Emma wasn't in any mood to be put down, so when dinner was done, she helped clear up the dishes and went to her room to embrace her angsty inner self.

She texted back and forth with Ruby who had stayed on campus because flying back home was too expensive for her college budget. Ruby suggested they go out clubbing on Friday, and because Emma was upset at her parents, she decided she would go, despite not liking clubs.

She dressed up warmly, not really caring to attract anyone when she went out. She just wanted something to distract herself with. Ruby was dressed up in a party outfit and all ready to party hard.

"Girl, I even made us drinks!" Ruby said to which Emma frowned.

"Ruby, I don't drink-"

"I know that. That's why I got you an apple cider," she said, handing it over to Emma. Oh, that was nice of Ruby to do. Emma took it and they drank in Ruby's dorm room to the low sound of some music.

Emma made a face as the taste hit her buds. "This is...fizzy. Is it supposed to be fizzy?"

"It's a hard apple cider," Ruby clarified. "Also, I have some friends coming over as well. It's gonna be a bunch of us out together."

"Okay," Emma nodded her head. She didn't mind Ruby's friends. They were quite interesting.

The aforementioned friends came in intervals. Merida, Tamara and Greg showed up, all with their own bottles of alcohol. "We getting turnt or what?" Tamara said, whooping loudly.

Soon, the room was awash with the glow of good times: people chatting happily, laughing, and drinking to the music that blared from Ruby's speakers now. Emma finished off her first, and then second bottle. Huh, this stuff was pretty good, once you got used to it. She wondered what ingredients were in it. But as her slightly unfocused eyes looked at the label- boy, was she feeling warm- she saw that there was an alcohol percentage on this.

She made a comical expression of shock and turned to Ruby who had an arm slung over Greg's shoulder.

"Ruby, there's alcohol in this?" Emma hissed, sort of upset her roommate hadn't said anything about this.

"Uh, yea," Ruby said, looking confused. "It's a hard cider, Emma."

"Why didn't you tell me it had alcohol?" She really didn't want to drink any especially since she'd embarrassed herself last time after two glasses of wine.

"I did tell you," Ruby stressed. "I told you it was a hard cider. That means there's alcohol in it."

"We-well I didn't know that."

"Now you do." Ruby took the empty bottle from Emma's hands. "Just don't drink anymore and go get some cold water from the sink. It should help."

Grumbling, Emma went to the bathroom and splashed some water on her face. She stared at her reflection. She didn't look drunk. And she didn't entirely feel it. She just felt a bit buzzed was all.

She closed her eyes, a bit annoyed. Why was it so hard to avoid drinking on campus. Emma didn't enjoy it. She liked being in control of her mind and body. But it was almost impossible to avoid. Especially since Ruby was her roommate and made it a game to see if she could get Emma drunk. Though Emma hadn't known if Ruby had purposefully tried to do that this time. Ruby had genuinely seemed surprised Emma didn't know what a hard cider was.

Whatever. Emma would just stay away from drinks.

And then half an hour later she found herself chugging down from a flask in the club. She didn't know what was in the flask but it burned down her throat like a bitch. She coughed when she pulled away from it, shaking her head as if that would get the flavor out. She had gotten a text from her mother berating her about five minutes ago and to spite her, she had drank from the flask and now she sort of regretted it.

"Oh shit, Swan," Ruby had said when she saw Emma doing that. "Why did you do that?" She looked slightly impressed and worried.

Emma shrugged but said nothing, handing the flask back to Greg from who she had ripped the flask from as he'd been about to drink. He had snuck it into the club so that they wouldn't have to buy drinks. Also, they were underaged and couldn't buy it at the bar, constrained to wearing wristbands that showed they were under 21.

"Do you want anymore?" he asked.

Emma shook her head no. Her mouth tasted awful now. She needed to go get some water. She went to the bathroom and turned on the sink, gargling with water. There were a couple of girls in the bathroom, just like there were only a couple of people at the club. Most of the patrons were sitting at tables or at the bar, while a few danced on the floor. Most students were gone for the holidays so it was mainly Storybrooke residents who were out here tonight. Ruby's hopes of getting tail were dashed when she saw the paltry offerings.

Emma left the bathroom, starting to feel the affects of the hard liquor hitting her. She hadn't drank a lot, she hoped. She was worried she'd fall asleep again. And she did not want to do that in front of her friends, on the dance floor. Man, why had she done such a stupid thing? But she was just annoyed with Mary who was always telling Emma to be better. It almost seemed like she was never happy with how Emma currently was.

And that was stressing Emma out. She just wanted to be average. To do the things she liked.

Why couldn't Mary respect that?

Emma went to rejoin her friends on the floor, taking more care to walk slowly as she felt the alcohol settle into her bones and make her heavy. A sloppy smile crept onto her face and she had to take a moment to lean against the wall because the room was slightly spinning around her.

Fuck. She had fucked up drinking beer and then vodka. Maybe she should go home? But she didn't want to ruin her friends fun.

Through the haze of alcohol, Emma was able to make out a familiar face, sitting at a table not too far away.

She squinted, surely thinking she had imagined it. But no...it was her professor!

What the hell was Regina doing here?

And who was the creep hitting on her? Some guy was clearly bothering her, from the way she was glaring at him angrily and tensing up her shoulders as he leaned in too obtrusively to her. Something twisted in Emma's stomach.

Stupidly, Emma decided to walk over to her, despite being underaged, despite knowing this wasn't a good idea. She just didn't want anyone bothering her professor. She didn't stop to think that Regina was a grown woman who could take care of herself when she wanted to.

She strode up and barged in. "Excuse me," she slurred and then grabbed Regina by the wrist, not registering the look of surprise on both her and the man's face at this sudden intrusion. All she knew was she wanted to get Regina away. She didn't stop pulling until they were both outside, Regina's skin warm and soft under Emma's hold. Emma shivered when she realized she was outside without a coat.

But then she got distracted when she saw that Regina was wearing a very sexy outfit. A low cut black dress with high heels. Why was she dressed so fancy for a club like this?

"Emma, what is going on?" Regina said, tone neutral for now. But questioning.

Shit. Shit. Shit! Emma had clearly not been thinking when she had done this. Her professor was probably just trying to enjoy a drink at the bar and Emma had interrupted that.

"Um, there was a guy- and uh, he was you know- I thought maybe you could use some help-" Emma stammered, slightly swaying.

"Emma, are you drunk?" Regina sounded aghast, eyeing Emma with concern.

"I may have...accidentally drank apple cider that was not apple cider," she admitted.

Regina looked disappointed in this. "Emma, are you here alone?"

"I'm with friends."

"Can you get them to take you home?" Regina asked.

"I'll be fine," Emma said, disappointment in herself and shame for being found out again, roiling in her stomach. She felt like she was going to be sick. She couldn't bare if her parents found out. If she got kicked out from school. "I'll just drink some water. I just wanted to make sure you were okay."

Regina looked touched at Emma's concern for her. "I was fine, Emma. I'm worried that you won't be."

"I will-" Emma cut off here as she felt an odd sensation crawling up her throat. Oh no, she thought with building horror and then stumbled over to behind a parked car on the street and threw up.

"That's it, Emma, you're going home." Regina's tone brokered no argument.

"No, don't take me home," Emma whined, still bent over. "I can't- my parents can't see me like this."

Regina was silent a moment before she let out a heavy sigh. "Where is your dorm, Emma?"

And then Regina hailed a cab for the two of them, and took Emma back to her dorm.


	6. Entranced

Regina's hand was warm and comforting on Emma's back as the professor steadied Emma on their walk towards the dorm. Emma felt a bit more sober now, the cool air cutting into her skin. She had left her jacket and things inside the club. Hopefully Ruby would be thoughtful enough to realize and take them back for Emma.

Emma felt so ashamed right now. But also so tired. She just wanted to go to bed, and curl up in a tiny ball, and cry until all her problems went away. She was definitely going to get into trouble that much was certain.

They entered the dorm, Emma fumbling a little bit with her key card in the dimmed hallways. Regina put her hand on the back of Emma's, and helped her swipe the card in. Emma tried not to flush at the soft touch and stumbled into her darkened room. And now she felt self conscious because her room was kinda messy. Bed unmade and textbooks in a haphazard pile on her bed.

She didn't even know what to say to this anymore.

"Emma," Regina started, voice stern and low with reproach "We are going to have a discussion on this when you get back to campus. You certainly are not old enough to be drinking and going out to such establishments."

"I swear I just had a little," she mumbles, hanging her head. God, this is so awkward. Why is she always making a dumb ass of herself. Especially in front of Professor Mills.

"And I though we established you can't handle drinking anything at all. I also want to speak to Ruby about this."

A cold chill went down Emma's back and her head snapped up in horror, taking in Regina's unreadable features. "No, please. Don't get her into trouble. She didn't force me to drink." The last thing she wanted was for Ruby to go the dean.

"It doesn't matter what the situation was. The fact of the matter is that both of you are minors and there is a no drinking policy on campus."

"Is there- let me take the blame," Emma said, in her panic striding closer to Regina, almost too close. Her professor had to shift back to give them space. "I'll...I'll shoulder the blame for the situation. I just don't want my friend to get in trouble. Send me to the dean if you must, but just don't let Ruby get in trouble. It's my own dumb fault and-"

"Emma, calm down," Regina sternly cuts off Emma's ranting. There's an interesting look on her face. One almost of deep contemplation. Voice tinged in a bit of awe, she asks "you would...you would do that for your friend? Get in trouble for her?"

"Yes," Emma nods ardently, meaning it. It was her fault for being dumb, so if anyone had to get in trouble, it was her.

"Why?" Regina questions, and why is the professor so interested in this all of a sudden? Isn't it what friends do for one another?

"Because," Emma shrugs, not knowing how to explain this. "I made a mess, so I should clean it up."

Regina says something low and under her breath as she shakes her head. Emma is only able to make some out, something that sounds, "...different from her mother..." But before Emma can ask about it, Regina is turning to leave. "Drink some water, and go to bed. And Monday, I expect you in my office for a talk."

Emma swallowed dryly. She had no idea if this meant she was still in heaps of trouble but she took her professor's advice and went to bed.

* * *

"I always knew you were a dumbass Swan, I just didn't know how much of one until now," Ruby says the next morning when Emma wakes up with a headache. She's told Ruby everything, the girl having come back at six in the morning with all of Emma's stuff and with no signs of a hangover at all despite partying this late.

"And next time, tell me when you're leaving, so I can not freak out and tear apart the place looking for you," Ruby tacks on, sitting on her bed and kicking her feet back and forth.

"I didn't exactly plan any of that," Emma says, her voice gravelly. She's got a throbbing headache. She really should never drink. "I was stupid, and the professor took me back to my dorm and now I'm going to get in so much trouble. She told me as much."

"Why don't you tell your dad and get him to stop her from doing that?" Ruby suggests.

Emma turns from how she's flopped over in her bed so she can glare at Ruby. "I can't tell them something like that! They'd flip."

"And you think them hearing it from the dean will be any better?"

"How do you know if the dean will even tell them? He might not and then it'll just stay between me and him and the professor."

Ruby shrugs. "Alright, suit yourself." She turns to her mounted TV and starts playing a video game. The virtual noises make Emma's head throb more and she burrows under the blankets, now dreading when Monday will arrive.

When it does arrive, it's with a flurry of snow. The sky is looking violent above them and Emma trugs from class to class until they're done for the day and she has no choice but to meet with Regina over what happened that night.

To say she's shaking with nerves is an understatement. When she sees her professor there, sitting at her desk expectantly, she blurts out the first thing on her mind. "I'm sorry for ruining your evening!" Because she's so embarrassed. Why the hell had she thought to be a white knight and tried to rescue Regina from a situation she didn't need help being saved from? So many mistakes were made. Emma swore she would never drink again like that.

Regina blinks, because she was not expecting this to be the first thing Emma said. "That's alright. I was going to leave soon anyways. But that is not the issue here." She gestures for Emma to close the door and sit down. Emma does both, shakily.

"The issue is underaged drinking."

"I know and I'm sorry. It was a stupid idea." She could not look more sorry if she tried right now. And she honestly did not know how else to make this situation less worse. She had said she would take full responsibility if only so Ruby wouldn't get in trouble.

Regina sighs heavily as if burdened with some great weight, and folds her hands on the table top. "I've decided...I've decided that I won't report you."

Emma can feel the heavy weight on her stomach lift.

"But, I will require you to write me an essay on why drinking is bad- a well researched essay might I add. As well as you will be required to work here in the psychology department and organize papers again."

Emma is relieved. _So_ relieved. The essay part isn't great, but she gets to work by her professor's side again.

"And what about Ruby?" Emma breathes out, not entirely at ease just yet.

"As I did not see Ruby's intoxicated behavior, it would all be relegated to heresay by campus policy. So, she's off the hook."

"Thank you. Thank you so much," Emma breaths easily now. This isn't bad. Not at all.

"I will tell your parents next time this happens, Emma. The first time was an accident, the second time not so much. Third time is your third strike and you're out."

"I know," Emma mumbles and leaves the office, feeling like maybe not everything is falling apart in her life.

* * *

"You're stupid," August tells her, which thanks, she already was reminded ten thousand times by each of her friends. "But also, genius. Trying to save her from some dude and then ending up in trouble with her which leads to her making you work with her again. Honestly, Emma, I wish I was in your shoes sometimes."

Emma glares at him. "I can barely meet her eyes because I still feel dumb for what I pulled in the bar. My stupid crush got in the way and so did the drinks and then I wasn't thinking right." She rubs her hands over her face tiredly.

"Hey, don't stress it," he tells her, before taking a sip of his coffee. They're having lunch right now in a packed cafe outside of campus. "I'm sure she knows we're still growing and maturing. Though honestly, I expected you to get into a shit ton more trouble for all this. Wonder why she didn't do more. I mean, she is strict."

Emma shrugs. She doesn't know. Regina's motives and thoughts are a mystery to her. She's just glad it wasn't worse. "Anyways, that's the tea. I gotta go soon. I still have to write that paper for her." The paper was a pain in the ass to write on top of all the work they already had to do but rather that than possibly being thrown off campus.

At least there are only about four more weeks of school left. Three if you don't count finals week. And then, Emma can get a much needed break from school and from her heart.

* * *

This time, working in the psych department is a bit different. Regina sends Emma off to do various duties: stapling papers, getting coffee, dusting the dirty cabinets, throwing out old journals, donating books they no longer needed, and organizing files. Emma was required to come by each day and do this, often working late until nine pm, until she and Regina were the only two in the office.

The professor even talked to her during these sessions unlike the first time Emma had been responsible for doing such menial tasks, and it was like the incident in the bar had been swept away under the rug. Emma found herself having fun during this, able to keep up a decent conversation between them. Things were a bit more relaxed, friendly even. To think how they had come from Regina wanting Emma out of her class, to now Regina not reporting her and protecting her from campus policy, it made Emma's insides warm.

She liked their moments spent alone in the office, especially when it was just the two of them after hours. Regina would talk about her day, Emma would talk about hers. It was like something had somehow changed between them. Emma didn't know what or why, but it was nice. It was only a shame so little of the semester was left. Maybe Emma would take another of Regina's classes just so she could continue being with her.

If anything, her crush on her professor was only strengthened by all the time they spent together. Things, however took a turn for the unexpected when Emma came in one evening to her professor's office to continue excavating the mess of ancient files in the supply closet.

It was heavy and slightly dusty work, so Emma stripped out of her warm outer layers down to her tank top. Her arm muscles strained when she hefted up heavy stacks of paper or ancient creaking books. And she spent a lot of time on her knees, searching through the piles of stuff. She was so into the work that when she turned around she nearly dropped all of it when she saw Regina standing there silently in the door way. The professor's eyes slowly slid up Emma's body and then to her face. It was the slow type of sweep that had the back of Emma's neck burning. Had the...had Regina been checking Emma out? What?

Regina uncrossed her arms, straightening her posture from how she had been leaning her weight on her left foot.

"Would you like some water?" Her professor asked and Emma nodded her head yes. She was thirsty from all the work and could use some before she would leave to go back to her dorm.

There was a different air about Regina. Emma couldn't quite put her finger on it, but she was looking at Emma in a whole new manner. In fact, she had been doing so over the course of the past weeks ever since Emma had come over to her house for help. In class she would glance at Emma during her lectures, her gaze heavy and unrelenting. Thoughtful almost.

Emma didn't know what it meant. All she knew was that it sent a steady throbbing between her legs and a breathlessness to her voice that had her running back to her dorm to relieve herself once the class was done. Fuck. She couldn't wait to be done with this intro course. Maybe then she could have some relief from these annoying feelings.

While doing research on obsessive compulsive disorders, she found that cognitive behavioral therapy was the best bet for getting rid of it. But, that worked for people with the regular types of OCD's, like being afraid of germs. Emma wasn't sure how touching dirty things would help with her version and so she set about conducting even more research.

She just knew, that despite knowing she would miss seeing Mills' face during lectures, that not having her for any other classes would really be a good thing. She didn't want to end up like August or like those other losers in his club. Seriously. Not a bright future. And yet, she was already scouring the classes register for one of Regina's classes.

But, she couldn't have possibly foreseen the future that was coming her way.

During one of Emma's sessions, she had asked her professor if she could check something over for her. A paper she was writing for her. Emma had submitted her essay on why alcohol was bad a couple days ago and Regina had accepted it without grading it, just repeating that she hoped this would be a lesson for Emma on what appropriate behavior on campus was.

Professor Mills was scanning Emma's work in their office, making small sounds of confirmation when she came upon statements she liked. As she was absorbed in Emma's work, Emma was absorbed in Regina's cleavage. Seriously. What the hell. Her shirt was unbuttoned so low that Emma could make out the tops of her wine red bra properly. Not like a sliver like some weeks ago, but more.

This should be illegal! Emma knew it was Regina's office and she was allowed to relax, to roll up her sleeves, to undo some buttons, take off those heels. But she was showing so much skin that Emma's eyes were drawn like magnets over to the spot there.

She was so enthralled it took her a moment to hear what Regina said.

"Are you staring, Emma?" Regina asked, jerking Emma out of her reverie.

"I'm-I'm so sorry. So sorry," she breathed, getting up from her seat and backing up. Shit. Fuck. She had gotten caught by the professor. The professor stood up too and began to edge toward her, a most peculiar look on her face. She didn't seem mad. Just...curious. Intrigued.

"You stare a lot, Emma," she commented softly. "Did you think I wouldn't notice."

_Oh fuck_. Emma was _so_ fucked. Rightfully fucked. And by her professor but not the way she had envisioned. Emma knew she hadn't exactly been discreet with her staring, but she thought only her friends knew.

"I don't know what's wrong with me. Really." She was red. Shaking. And her back against a wall, cornered like some rat in a lab and her professor was coming ever closer to her. "I'm fucked up." She was blurting things out like crazy now. She wished she could turn into a pile of goo and disappear. She wanted this to end.

How could she continue going to class when her professor knew of her crush? Now that the professor knew, Emma would truly have to drop out of college. She couldn't remain here.

And Regina was so close to her, only a breath away, her sweet perfume crowding the air and making Emma have an even harder time breathing.

"I like it when you stare at me," Regina confessed quite suddenly.

Emma's jaw dropped open in shock.

"It makes me feel wanted. Adored." Each word a silky caress. "It's why I so enjoy unbuttoning my shirts so low and watching you squirm as you struggle not to outright check me out."

Her professor had been doing that on purpose?! "Are you trying to kill me!" Emma exclaimed, shocked and flustered and just a bit turned on.

Regina gave a dark little chuckle, and it did things to the inside of Emma.

"I think your crush on me is just darling, Emma," Regina said softly but her face loud with emotions there. Namely one Emma had never seen directed at her before.

Hunger.

The professor placed one hand by Emma's head, leaning in more. Emma trembled, feeling overcome. What was going on?

"I admit, I find you...beguiling as well; you're quite adorable."

Emma's eyes widened. Holy shit. Did her- was her-? Was her professor confessing to liking her back? Never in her wildest dreams-

"Why?" she almost choked when questioning.

Regina's eyes lowered to Emma's body, doing a sweep of plain clothes that hide her surprisingly fit body for someone who never worked out. Her free hand came up and wrapped a thick lock of blonde hair around her finger. Winding it tighter and tighter as Emma's chest heaved and her eyes flickered down to how Regina's shirt had fallen even more open, revealing more curvature of her breasts. Emma's mouth was so dry.

"There is just something about you. That's special."

Special. A word no one had ever used to ascribe to Emma.

"I'm not. I'm ordinary."

"I wouldn't say that. You certainly look like you could have been a princess back in the day. And you give your smarts too little credit."

"But you're so accomplished. And you're sophisticated. I still don't understand why you would even..." Emma swallowed here, running out of words to express what she frustratingly felt.

"You're naively charming. And refreshing. You stood up against me several times when so many of my students don't give me the time of day or are afraid to stand up." Regina stopped winding Emma's hair and let it go, dragging Emma's eyes back up to her face when her warm hand came to cradle her chin.

Their faces were so close now. God, how Emma wanted to kiss Regina.

Could she?

Aw, fuck it. Regina knew Emma's secret and had even admitted she liked Emma back, despite how crazy it all seemed. Maybe this was all a fever dream? So Emma went for it. Dove full face deep.

She pressed her lips against Regina's hesitantly, eyes slipping closed so she wouldn't have to see the rejection on the brunette's face.

The kiss lasted an eternity. It lasted a second. And when it was over, Emma pulled away, panting hard like she had run a marathon. Regina studied her. "Was that your first kiss?"

"I've never been kissed before. Or kissed someone before. I...I..." Emma blushed, nervous. "Was it that bad?"

Regina shook her head, dark locks falling around her jaw line. "You've still got a lot to learn. Good thing I'm here to teach you," Regina smirked and then leaned in and this time she kissed Emma.

This wasn't anything like the innocent kiss Emma had given her. It was a hard press of lips, a murmured command of 'open your mouth'. Emma did and Regina's mouth slanted against hers. Emma could feel her head spin with joy and arousal and she mimicked Regina's lip motions, feeling moans bubbling at the back of her throat.

She wanted more. So much more of Regina.

Emma's hands tingled to touch but as they crept up to Regina's arms to hold her, the professor snatched them quickly and pinned them up against the wall over Emma's head.

The only made the spark of excitement between Emma's thighs burn all the brighter. Her hips began to wriggle impatiently but Regina pinned them down with her own, taking control of this situation.

The heat within Emma continued to grow as this time pants and soft moans left her lips.

This was a dream. It had to be a dream.

How could this be real life anymore?

All too soon it was over and Emma's eyes fluttered open, her chest heaving up and down like she had run up a mountain. She probably sounded near asthmatic. Regina was leaning back, assessing Emma's pink face. She looked proud of herself. She dropped her hold on Emma's hands and they flopped uselessly to the blonde's side. Slowly the professor untangled her body from Emma's and Emma was glad she was against the wall otherwise she didn't think she'd be able to stand up right now.

They stood there like that for a while before Regina gently rubbed a thumb over Emma's lips, rubbing the lipstick away. Emma's eyes fluttered shut at this. Her lips were so sensitive right now. And she hungered for another kiss. She wanted more. But she didn't dare push it.

"See you in my office after our next class, Emma," the professor husked and Emma shivered in anticipation of what that would bring.


	7. Happy Daze

Emma rushed back to her dorm room, finding it blissfully empty. Good, because she needed to process this. Alone.

She was pacing around the room, a weird combination of energy, adrenaline, and arousal. "Fuck!" she screamed out. She felt like jumping up and celebrating. So she did that, with a little fist bump at the end.

Holy shit. She had been kissed by the professor. The professor _liked_ her.

It was her wildest dream come true.

She touched her lips. They tingled from how they had been kissed and the scene in her professor's office circled around in her head.

Fuck. It had been so hot. The way Regina had commanded her, had taken charge. Emma wouldn't mind being pinned to the wall and fucked like that.

She sucked in her bottom lip as the overwhelming need to touch herself found a place in the lower region of her body. She looked at the door, wondering if she could get one out quickly before Ruby came back.

Maybe?

Emma really wasn't patient enough to go to the shower and masturbate there. She needed it now. Deciding to just go for it, she stripped out of her pants and threw herself onto her bed, going under the covers. Just in case she could pretend she was asleep.

Her hand snaked down to between her thighs, finding them spreading easily as she pressed two fingers against the wet spot on her pink panties. She let out a soft groan at this. She was already ready to have her fingers slip inside. So she did just that, imagining that scene in the office, except this time her professor was slipping a hand down her pants, parting the wetness there.

It was embarrassing how fast she came. All it took was a couple of thrusts and she was spilling all over her hand, muffling her scream by biting down on other arm.

She lay there for a while, the room slightly spinning around her.

And then, noticing that Ruby still wasn't back, she went for a second round.

* * *

Emma didn't tell anyone about what happened, but they all noticed her almost giddy exterior. The small secret smiles to herself, the far away looks, the wistful smiles. They asked her what had happened but there was no way in hell she would tell them. She knew enough about how unethical such a relationship could be, about how much trouble Regina could fall into, if that occurred. So, she was going to keep mum about this at all costs.

Atlas, she wasn't the best at deflecting questions.

"Is it the professor?" Ruby asked teasingly.

"Guys," Emma said with exasperation. "Why does it always have to be involving her. Why can't it be that maybe I've got a crush on someone else and I'm obsessing over them now?"

"Like who?" Belle asked. They all looked like they didn't believe her.

Emma floundered for an answer. "Mulan," she said, the name flashing in her head. "I sit next to her in my psych class and she's pretty chill. Funny too."

"Sounds fake but okay," August said dismissively. "Introduce her to us."

Emma blanched. "I...we only talk occasionally. She doesn't know I like her," Emma hissed, suddenly aware this might not have been a good idea anymore.

"Then we'll help you come up with a way to get closer to your crush, okay," August said, scheming. Fine, if this was going to be this way- with them testing her mettle on her fake crush, than so be it. Emma wasn't going to jeopardize whatever she might have with Regina.

"Okay," she agreed.

Now, when she went to her psychology class, she had to not only steel herself against seeing Regina and not combusting on the spot from want, but also managing somehow to talk to Mulan and strike up an actual friendship.

Wednesday's and Friday's would be torture now.

And Emma's theory was right. She hadn't underestimated how hard it would be to focus.

Emma didn't know how she would go to class when each time the thought of her professor's mouth on hers ran through her head and got her all hot and bothered. She squirmed in her seat each time the professor looked over at her and she swore she could see a glimmer of amusement in Regina's normally stoic face.

"You okay?" Mulan asked as she watched Emma squirm.

"Uh, just feeling antsy and all. You know how it is," Emma gave a self deprecating sound.

"Yea. Snort too much cocaine and it'll make you bounce off the walls," Mulan said sagely.

Emma's eyes bugled out. Mulan took drugs? Not really a shocker as people experimented in college but still, Mulan hadn't struck her as the type. She was quiet.

When class was over, Emma reported to Regina's office. She was nervous and yet excited at the same time. What would they do now? Would Regina kiss her again? Emma really hoped she would.

She knocked on the door and Regina called for her to enter. Emma did so, thumbing the strap of her bag uncertainly. "Hi," she said sheepishly, almost breathlessly.

Regina looked up from a report she was slashing with red pen. She had a smile on her face too and god, she looked so good smiling. She looked good doing anything really. "Sit down, Emma. We have a lot to talk about."

Emma nodded her head frantically and sat down, watching the way Regina's hand worked as it made strong marks, or scribbled comments on the margins. Emma wondered what those fingers inside her would feel like.

She bit her bottom lip, growing lost in her fantasy before Regina's voice pulled her free. The professor put her stuff aside, finished with her work.

"What do you want, Emma?" Regina inquired, cocking up a perfectly arched brow. "Because we most certainly cannot have an open relationship."

The fact they were even having this conversation was insane. How the hell did-could- Regina want her? She could have anyone she wanted. Emma really didn't understand this.

"Why me?" she shook her head, questioning once more the motivations.

Regina sighed out, as if it was burdensome to explain this again. "Because, Emma. Attraction is a neurochemical reaction that we can't control. Something about you clicked with my brain and attraction happened. If you'd much rather forget this whole ordeal and move on-"

"No!" jerked out of Emma's mouth like a knee jerk reaction-Regina looked taken aback by the force of it. Emma didn't have time to worry over how loud she had said it when such a horrid fate could await them. "I want this...I want to pursue this thing with you."

"So then exclusive dating? But in secret."

"Of course," Emma nodded her head ardently. "I would never expose you. I don't want you getting in trouble."

Regina smirked at this. "Don't worry too much about me, Emma." She leaned in, all predatory like. "Worry about yourself when I get my hands on you properly."

A shiver ran down Emma's back and she tried not to show it, but Regina noticed her reaction anyways. She smiled, content to see what power she had over Emma. "I intend to take you out on a proper date before anything. Just let me know when you are available."

Emma was always available for Regina, but she didn't want to come off as too desperate. She nodded her head as Regina slid a piece of paper towards her. "Give me your number and don't put me under my name in your contacts, understood?"

"Yes," Emma breathed out, hand almost shaking in excitement and anticipation over what was going to happen. She wrote the number down and when she was done she found Regina looking expectantly at her, head tilted a little bit to the side. There was that unreadable expression on her face again. Emma wondered what it meant- Emma knew she wore her heart on her sleeve sometimes but Regina hid her emotions well. Even hiding the fact she had liked Emma for so long.

Emma got up, ready to leave. Regina got up too.

"You don't need to be nervous about our date. It'll be something causal. Just dinner."

"Okay," Emma nodded her head but secretly vowed she'd wear the nicest dress she could find to it.

Regina could still see the nerves radiating off of her so she approached Emma, pressing a kiss to her lips as her hand tucked back a strand of hair behind her student's ear. Emma instantly melted at the sensation, nearly falling into her professor's arms.

She remembered herself and took a step back. "See you then," she breathed out and left the office.

* * *

They settled on a date for Sunday, around lunch time. This was so that Ruby, hung over from her partying last night, wouldn't see Emma getting ready for the date and couldn't ask questions about it. Emma wanted this to be a secret from her friends and roommate.

The night before she shaved everything, moisturized, and even fretted between the two nice dresses she had. Which one would make her look hot, but not slutty? She contemplated buying a new dress but she didn't have enough money. And she couldn't borrow one from Ruby because she didn't have any.

But when noon on the dot arrived on Sunday, with Emma waiting nervously at the parking lot with clutch in hand and all her money stuffed into it so that she could afford whatever date plan it was that Regina had in mind, Regina pulled up to her with her car.

She got out, sliding the car door open, and allowing Emma to get a good look at her.

"Wow," the blonde breathed out. "You look-"

"Stunning?" Regina filled in with that hint of arrogance that made her so damn attractive. She filled out her plum colored dress perfectly and she had even done her make up to make her look more sultry. "And you look...delicious," Regina said slowly, raking her eyes up Emma's form.

Emma had settled on a black mini dress which stopped a bit too high on her thighs but which made her look really good.

Her cheeks flushed red and she ducked her head. "Thank you," she murmured as she sat inside the car and Regina closed the door after her, circled around to the front and getting into her seat. They drove off.

"So, where are we going? Or is that a surprise?" Emma asked, once the silence had settled over them. She was determined this should be a good date so she was trying her best to be not nervous.

"No, it's not a surprise. We're going to get dinner-which I am paying for, so don't even try to argue with me on that point- and then we can go see a movie unless you'd rather come back to my house in the evening. I don't want to presume, of course. So we don't have to do anything."

Oh, did that mean sex? Emma's stomach tangled into knots just thinking about it. She wanted to. After all, how many times had she thought of it. But was she ready? Would she not embarrass herself? "No, it's alright. I want to go back home with you," Emma said, her voice feeling more stable than she did. No, she was going to do it. She was certain Regina would be understanding of Emma's lack of expertise in the area and not toss her out for it.

A small smile graced Regina's lips. It was settled.

They arrived at a fancy restaurant later, which also happened to be out of town so no one would know them there, and Emma was glad she had decided to wear a dress. Pants would have been out of question here. They had a private reservation in the back and Emma was glad because it afforded them more privacy.

The menus were handed out and Emma squirmed when she saw there were no prices there. That typically meant that it was super expensive and she didn't entirely feel comfortable with having someone else pay this much for her. But she knew without opening her mouth to broach the topic that trying to argue for offering some cash would not go well. Regina had already cautioned against making such an attempt.

Soft jazz music played as Emma settled on something that looked like it wouldn't be too expensive. A grilled chicken with pasta on the side.

"Do relax Emma. I won't bite. Unless you want me to," Regina added coyly over the dinner table. While Emma had been studying the menu, Regina had been studying her, a gleam in her dark eyes.

"What- I'm not-" Emma's mouth flapped open and shut.

"It's entirely fine to admit you are. I merely want to tell you you don't have to be. Just pretend we're at a casual place right now."

Emma let out a long exhale, not realizing how tense her shoulders had become.

"If you want to talk about it, we can," Regina said teasingly. Emma smiled.

"I wasn't aware this was a therapy session."

"It's not. But keep being this tense and I might just have to give you one."

Emma chuckled. This actually opened a line for conversation. Pushing down her nerves, because damn it, Regina already said she was interested in Emma so what the hell did she have to be nervous about, Emma followed up. "Tell me more about your work."

The waiter came by and Regina prattled off the orders, buying herself some wine and getting juice for Emma who was underage.

Regina arched a brow in response to Emma's question when the waiter left with the orders. "You already know about my job being a professor. I teach two intro to psych classes and one 300 level course on abnormal psychology currently."

"Yes, but other stuff. What did you do before this?"

Regina swirled the wine she had now been given, something of an older vintage based on the label. She took a sip, found it to her liking and drank some more. "Let me give you a run down of my education. I completed my doctorate at Brown University and then came up here looking for jobs because this was my hometown and I needed to come back to take care of my father's ailing health. I found a job easily in the department, though it had not been my choice to come work here. I had grander aims of going to NYC or Boston, but surprisingly, I've sunken into this town. Dug my roots in again and I've now been with the department for about seven years. I hadn't expected to stay this long and frankly, with my father no longer around I don't have much reason to stay here."

"Oh," Emma's throat felt tight. Regina was thinking of leaving? That hurt. Emma couldn't imagine getting left behind and never seeing her professor again.

"Don't look so put out. It probably won't be for another year or two. I have a lot of affairs in order that I need to put to rest on his behalf," Regina assured.

Emma perked up at this. This meant Regina would be around for a little bit and then everything else would be okay.

"Tell me a bit about yourself. I'm afraid my story wasn't that interesting," Regina said.

"Mine won't be either," Emma gave a wry smile. "I've lived in Storybooke pretty much my whole life. I couldn't even escape it when it came time for college. But one day I'd like to see the world."

"You should. If you ever get the chance to travel, take it. You can learn so much from other cultures and other places."

"Have you traveled anywhere?"

"A handful of places," Regina considered. Their meals arrived and Emma eagerly dug into hers. Despite her nerves, she was starved. "Mainly in the US or going back and forth from the Caribbeans."

"You have family there?"

"My mother. She moved there because she likes the warmer climate. And because she wanted to leave my upbringing up to my father. She always was a wild spirit, never able to stay in one spot for too long. Which is why I have many half sisters. One in Britain named Zelena. You would absolutely love her or hate her. One in Australia named Tink, one in Germany named Mal, and one in DR named Jacinda."

"Are you close with them?"

"Relatively. Though I don't think one of them likes me because they claim I am mother's favorite daughter, though I would disagree with that fact. She never really paid any of us much attention."

Emma felt like walls were coming down around them, allowing them to share secrets. Emma was getting to see her professor in an entirely different light. And she found she liked it. She was hungry to learn even more about her.

"I sometimes wish my mother would pay less attention to me," Emma groused. "She hovers over me like a helicopter sometimes. And so does my dad."

"Ah yes, I can envision Mary doing that. But it shows she loves you and that she cares," Regina stated.

The rest of the meal was spent in conversation, the food barely being focused on. Emma couldn't even recall what it tasted like and before she knew it, it was time to pay the bill and head back.

"Thank you, for the meal," Emma said once they were in the car, driving back to Regina's house where they were about to spend the night.

"It was my treat. I wanted to spoil you a bit. We both know I wasn't the kindest to you at first."

Emma didn't say anything to that because they both knew it was true. And then they had finally arrived at Regina's place.

"Would you like anything to drink?" Regina asked as they went inside. "And what movie would you like to watch?" So it seemed they would be watching a home movie instead. Emma felt a bit disappointed. She had thought she was going to cross that next step with Regina, but it seemed the professor hadn't gotten her intentions.

She tried to console herself with the fact that there would be another time and that maybe Regina didn't want to push things. Besides this would give Emma a chance to actually look up what it was women liked in bed. Emma felt a portion of her nerves flee her and gave a little mixed sigh.

Regina handed Emma a remote. "I've got streaming services on there. Pick any movie you would like," she said and went to the kitchen to get them some homemade lemonade. Emma clicked through and landed on a generic superhero movie. Regina had said she hadn't minded watching one last time so Emma was banking on that.

"Good choice," Regina commented. "I actually have been meaning to watch that one." She set the glasses down and Emma turned the movie on. Regina sat close enough for Emma to touch and the blonde wanted to do so. But she didn't know if she was allowed to. She felt so overly cautious because she didn't want to ruin anything.

She had a crazy chance that people like August would kill for and she wasn't going to ruin it.

They watched the movie in silence for about ten minutes, Emma waffling about whether or not she should put her head on Regina's shoulder before she caved. Regina's hand came up a second later and stroked through her locks gently, making Emma's eyes nearly close with bliss. This felt so nice. Emma buried her head ever closer, inhaling Regina's wonderful scent. It was a perfect moment and Emma felt content and at ease.

They stayed like this for the entirety of the movie, Emma almost drifting off to the rhythmic strokes. When the movie ended, it was 8 at night and Emma had to go because she needed to be up and early for her classes tomorrow, as well as finish any homework she had left.

Regina was going to drive her back because she didn't feel alright with Emma taking a cab this late. And when they pulled up to Emma's dorm, Emma idled a bit in the dark car interior. There was something she really wanted to do. She looked over at Regina, nervously biting her lip. The professor's face was a bit obscured by shadows but there was no missing the curvature of her lips. Emma tentatively leaned in. "I had a good time today."

"I'm glad you did," Regina said, brushing hair back and tucking it behind Emma's ear. Her hand stayed there, lingering against Emma's cheek, before it slowly slid down to Emma's chin.

Emma's heart was pounding in her chest. Would her professor kiss her? She licked her lips, leaning over the dashboard even more. Regina met her halfway and Emma closed her eyes as Regina's soft lips met hers. This kiss wasn't like the one's they had shared in the office. It was soft. Slow. Emma could feel every last inch of Regina's mouth on hers. It made her insides boil into a fever pitch. She wanted to leap over the dashboard and straddle her professor's lap and kiss her way up and down her chest.

But she wasn't athletic enough for that, so she settled on placing a hand on Regina's thigh, feeling the smooth and warm skin of it. Her nails bit into it as her breath hitched in the back of her throat when Regina slowly parted their lips to let her tongue slide over Emma's and tangle with it. But before the kiss could evolve even more, Regina pulled away.

"Good night, Em-ma," she said in a slightly throaty voice.

"Mh," Emma agreed because coherent words were not a thing her mind could do right now. She got out the car, her legs shaking from the arousal she felt in her veins. She could feel it, making her panties stick to her. God, she was going to need release so badly. To the showers it would be.

Regina waited until Emma was inside her dorm before driving off, and Emma entered her room, a dreamy expression on her face as she let her back hit the door. She would have slid down it dramatically too if Ruby's head hadn't popped up from the bed. The girl wasn't asleep yet.

"Why are you dressed all fancy," Ruby asked, eyeing Emma's get up as the blonde pulled herself from the door.

"I went for a drink with a friend," Emma said non nonchalantly, turning to hide a bit from Ruby's view so she could take the dress off. And so her roommate wouldn't see the look on her face.

"Hm, sure. A _friend_," Ruby said in a sing song manner. "Did said friend kiss you?"

"Can't hear you," Emma deflected, grabbing her shower caddy. "The shower's too loud." And then she rushed to shower, only allowing the full extent of her smile to grow there.


	8. Wanna Live Free, for Me

"Honestly, you're starting to creep me out," Neal said. It didn't make Emma's smile waver any less.

"Why?" she cheerfully asked.

"College students should not be this happy. We're all inclined to being depressed or hungry."

"You're the only one whose always hungry," Emma shot back.

"Just wait until you become a junior and all those free meal swipes go goodbye," he tsked. Today they were in the art studio and Neal had asked Emma to come over so she could help him pick which pieces should be presented to his professor. Emma didn't see how she could help, especially when she had no eye for art.

"But seriously," he continued, flipping through some charcoal pieces and getting the soot on his fingers. "Why are you happy? Whose given you the time of day?"

"Huh?" Emma was confused by his terminology.

"You know," he winked. "Some good ole sweet loving."

"Nobody," she rolled her eyes. So this was the real reason Neal invited her over- to squeeze the truth out of her.

"Oh come on Em. You've been pinning over your professor for years-"

"I've only been here for about four months!" Emma protested.

"-And we wanna know if it's something because of her or not!"

"Neal, get real," Emma rolled her eyes. "She's a professor. She would never jeopardize her career over a student. She doesn't even really talk to me. We're just student and teacher. And besides, I know it's going to be impossible to land her, so I'm living with the fact that she's just hot and I can appreciate looking at her from a distance." Wow, the amount of lies Emma was spewing right now.

"Okay, so then it doesn't have to be her. It could be someone else. Some other chick."

Thankfully she was spared from further questioning by her phone.

It was a text from Regina. Inviting her to have lunch in the office with her.

Emma bolted up from her seat. "Gotta go," she grabbed her stuff in a hurry. "Something came up."

"Sure. Just tell me all the details later!" Neal called after her as Emma rushed out of the room.

Emma got to Regina's office ten minutes later, out of breath.

"Did you run here?" Regina asked in amusement. She was wearing a silky blue shirt today, the material almost shiny and woefully, her shirt was buttoned up the top.

Next to her on her desk was two take out boxes from the local deli on campus. "Maybe," Emma answered as the warm smell of food hit her.

"I wasn't sure what you would like, but I figured you young adults thrive on fatty foods and sugar, so I got you both," Regina said with a hint of amusement and nudged the container with french fries and a grilled cheese sandwich towards her. A Styrofoam cup with hot cocoa was also for Emma and Emma was surprised at how aptly Regina had guessed what Emma would eat.

"Wow, you must have like a sixth sense or something. This is exactly what I would have ordered. But seriously, you don't have to get me food, I can-"

"Nonsense," Regina shook her head, opening up her own container. "I can't have my girlfriend collapsing on me."

A warm thrill ran through Emma at those words. Girlfriend. She was officially Regina's girlfriend.

"What?" Regina arched a brow as she drizzled ranch dressing on her salad, noting Emma's suddenly sappy look.

"You called me your girlfriend," Emma gushed.

"Would you have rather I called you my boyfriend?" Regina asked, not quite getting why Emma was so happy. Maybe it wasn't a big deal for Regina who had dated many before, but this was Emma's first official relationship. It meant a lot to her.

Emma shook her head. "No, it's nothing." She bit into her sandwich. "So, what are you doing today?" It was a Thursday and Emma usually expected to see her professor on the class days but this was a nice surprise.

"Grading, as usual. I'm afraid nothing too interesting," Regina answered. "Though I will be running a lab shortly with a colleague who needs my help." She shook her head in annoyance. "He's an idiot. I told him not to do a cross cultural examination because he wouldn't have enough time to do it before the research paper was due on it, but naturally he did not listen."

"What's the research on?"

"Tip of the tongue phenomena," she answered, "which is something you'll get to see later if you take more classes in psychology."

"I am thinking of taking more classes," Emma said. "The field is interesting."

Regina smiled, teasingly. "Are you sure it's the field and not me that's interesting?"

Emma flushed. "Uh, well you know. Both."

Regina chuckled at Emma's expression. "You are adorable."

They finished their meal by making small talk about events on campus, books they liked to read, and when it was over, Emma got ready to leave.

"You can stay if you'd like. I don't have any meetings, just some emails to send out," Regina said when Emma threw out the trash.

"Sure, I'd love to." She didn't have class until two pm. Regina began to type away on her computer and Emma took out some work so she could work on that and let Regina do her own thing. Even just being next to Regina was nice. But as the time ticked by, Emma couldn't help but think of their date night.

As Emma chewed on her pen end, she also couldn't stop thinking about the kiss in the car. About how she'd wanted to straddle Regina's lap. She badly wanted to try that. Could she...?

She pondered and agonized over it a couple minutes more before Regina spoke. "What's wrong? You've been boring a hole into my head with your eyes."

"Is it...alright if I try something?" Emma asked, throat dry and heart thumping.

Regina nodded her head and Emma took this chance to get up out of her seat and smoothly straddle Regina's lap. This action took Regina by surprise but not unpleasantly. Her hand automatically settled on Emma's hips so as to prevent the blonde from falling off.

Now that Emma was here...she wasn't as sure of herself any more. But when Regina tilted her head upwards, it was like she was giving Emma express permission.

Emma kissed Regina, a hungry sort of kiss despite the fact that she had ate lunch. Her fingers curled in the collar of Regina's shirt, holding on tightly as their lips parted and came together several times, the two of them thoroughly making out like two teens. They spent a good while doing this, just savoring the touch of each other, and Emma could spend all day doing this if she could. A happy whimper escaped her lips as she felt the heat of Regina's body through her shirt.

God, this felt so good. Her body was aching with arousal and she wouldn't even mind being taken right here right now but she knew it wasn't yet time for it. She contented herself with just the feel of Regina under her.

And then all of a sudden Regina's hands slid down to Emma's thighs to hold her there and she was standing up, pushing Emma on top of her desk, and fitting right in between Emma's legs.

Oh.

Emma found she liked this new position even better. She whimpered as she wrapped her legs around Regina's waist to draw her in even closer. Her hands went up into Regina's hair, mussing it up as her lips descended down Regina's neck, pressing hot kisses there.

Regina arched her neck so Emma could get better access, laving up to her jaw bone and kissing behind her ear or on her pulse point. Regina let out sounds of appreciation, her nails raking up and down Emma's clothed thighs, each passing of nails making shivers go down Emma's spine as she resisted bucking up her hips into Regina's stomach.

All too soon it was over, Regina pulling away, breathing a bit heavily through her nose. Emma let out an unhappy whimper to which Regina gave her a peck to soothe her. "Don't you have class soon, Emma?" she asked regretfully.

Emma looked at her phone. 2:03.

Shit.

Class had already started! And she couldn't afford to miss this one because they were reviewing material for the final!

"Fuck," she cursed quietly and untangled herself from Regina's hold. She grabbed her bag and threw a hasty 'thanks for lunch' over her shoulders before rushing off. Regina watched her go as she patted down her hair to make it look more presentable.

"She has my lipstick all over her mouth," she murmured to herself because it was too late. Emma was already off.

Neither of them realized until later that the door had been unlocked and anyone could have walked in.

* * *

"What's up with you? Did you make out with a clown?" Ruby asked when she and Emma met up for dinner. Emma was a bit antsy, still feeling aroused from the make out session with Regina.

"What are you taking about?" Emma asked as she dipped her fries in ketchup.

"There's lipstick all over your mouth."

Emma wiped at her mouth and it came off red. Her cheeks turned a matching shade of red. Suddenly it made a lot more sense why people looked at her weird in class today. It hadn't been simply because she was late.

"So, who'd you make out with?" Ruby asked, leaning back and waiting for the gossip to be delivered.

"No- I just- fuck, I put on lipstick and I didn't like it and I tried wiping it off but I guess I didn't do it right," Emma fibbed quickly. She was going to have to do a lot more lying to protect her relationship from her friends.

Ruby seemed to believe this as it was, in her words, a 'totally Emma' thing to do.

Emma wiped the rest of the lipstick off. That was close. She had to be more careful.

* * *

Regina ended up taking Emma out for a date two more times, for a grand total of three dates so far. The second date was to a bowling alley for a more 'chill evening' and the third time was to a jazz club out of town where they listened to sweet jazz being crooned out over a very nice dinner.

Regina was all dressed up for it, wearing a navy blue dress, with Emma quickly discovering there was no such outfit she did not like on the professor. She could wear a plastic bag and Emma would still drool over it.

Emma was wearing her second dress to this and she decided she would have to buy another if Regina kept taking her to fancy places.

So far, nothing had happened after their dates and Emma wondered when they would sleep together. She had been reading up on a lot of things and she couldn't wait to try it with Regina. But the professor hadn't said anything about it. Was she waiting on Emma to make the next big move?

If so, Emma was going to have to go for it, because she didn't know how much longer she could handle all those sensual kisses before bursting into flames. As Regina watched the show, Emma mainly watched her. Watching Regina's features change with joy or wonder on the songs that came up or at the comedy show that followed the jazz band, was like watching living art.

Emma wanted to figure out a way to make Regina laugh like that. But she didn't know how.

They left the club, bellies full and steps a bit tired as it was now late.

"What's on your mind?" Regina asked. "You were staring at me again."

This was it, an opening.

"Regina...I want to stay the night," Emma voiced hesitantly as they drove back in the car.

The professor didn't say anything for a while so Emma didn't think she'd heard. She was about to repeat it when Regina asked, "you're certain?"

"Yes," Emma breathed out, filled with anticipation.

The whirring of the car grew louder as the car speed up.

Emma found herself moaning into Regina's mouth ten minutes later as the professor pushed her up against the door of the bedroom, trying to find the handle to open it. Emma held on with all her might to her as they stumbled in, making way to the bed.

"I've never...never actually had sex before," Emma breathed out between breathless kisses. This stopped their frenzied make out session. Regina's mouth and hands stilled.

"Oh- I didn't mean to- we don't have to-" for once Regina was stuttering. Emma found she quite liked the sound of it. "I should have known. You said you'd never dated before and-"

"No. I'm fine. I really want to do this. I want you to be my first," Emma said, already leaning in to kiss Regina again. For a second she swore she saw guilt flash along the brunette woman's face. But it was gone, replaced by lust once more.

"I'll try to be gentle. Tell me if you don't like anything," Regina said before pushing Emma right onto the bed. Emma landed on the covers, knocking out what little breath she had in her. She stayed there, lifting up on her elbows as Regina unzipped the back of her dress and let it pool on the floor. Even though it was dark the moonlight coming in through the windows was enough for Emma to see all the shapes and curves of Regina's body. Her jaw dropped open and she gasped out loud.

"Wow," was all she could think to say. All her nerves about having sex for the first time went out the window. All she wanted to do was touch Regina. To get her hands on those breasts and leave nail marks running down her thighs.

Regina chuckled, confident. "I get that a lot." She crawled on top of Emma, kissing her as her hands went to help Emma undress herself. The dress went to the floor, followed by bra and then panties. Emma was finally exposed and she felt a bit shy about it, going to cover her breasts with one arm.

"Don't cover up. You're beautiful," Regina whispered, moving Emma's hand to the side. Regina pressed closer to her, the material of her bra pressing against Emma's breasts. A thigh slid in between her own and Emma moaned. She was so wet, she knew Regina could feel it.

"Move back," her professor instructed her and Emma parted long enough from Regina's lips to move back on the bed, settling down on the pillows. And then they were back to kissing, Regina rocking gently into Emma, hands exploring her flesh with light almost teasing caresses. Emma's head is spinning like that time she got drunk and she clings onto Regina's shoulders as the woman's hand finally arrives between the apex of her thighs. The first press of fingers on wet overheated flesh has Emma nearly keening in joy. She wants this so bad.

Regina's fingers circle around her clit and Emma begins to shake as the pleasure courses through her. She won't last long, she already knows. And she's right. As soon as Regina slips a finger inside her, she cums, burying her face into the crook of Regina's neck and panting there.

Regina doesn't mock her for it, just begins to pump in and out, letting Emma get adjusted to the sensation. She's never had anything inside her before that wasn't her own fingers and she can feel herself being stretched out. Feel her walls being caressed, feel them shivering in joy. And then Regina adds another finger and Emma groans out feeling even fuller, even more stretched out, nails biting into Regina's skin. She's sure to leave red marks there but if Regina minds she doesn't say anything, kissing up and down Emma's neck.

"Tell me if this is okay. I don't want to push you," she says, breathing against Emma's neck.

"This is great," Emma manages to get out as pleasure washes over her again. Better than great, actually, but she can't formulate anymore words as Regina curls her fingers inside Emma and it triggers her pleasure. She cums hard against the flat of Regina's palm. Hard enough that she flops down on the mattress, needing a moment. Regina senses this and pulls out, wiping her sticky hand against her thigh.

She watches Emma with a sort of self satisfied grin on her face before moving aside.

"You...you don't want me to reciprocate?" Emma panted out as Regina got up from the bed and pulled on a robe from where she had one hung up on the wall.

"It's quite alright, dear," she said, her teeth flashing white in the dark. "I don't want to overwhelm you right from the start. You look beat."

"No...I've got energy," Emma said weakly from where she lay on the messed up covers. She really wanted to pleasure Regina but she was so tired and so in thrall of having her first sexual experience with the hottest woman ever.

Regina laughed, but not unkindly. "Rest up. We still have other opportunities to be together." And then she went to go bring a parched Emma some water.


	9. You're Mine

**Notes for the Chapter:**

> A/N: Lots of smuts in this one; ye be warned.

Sitting in class and pretending that Emma was just another student of Regina's, became even harder for Emma once they'd fucked. Because all she could think of was the way Regina's fingers dipped inside her, the way she'd pinned Emma under her, the way her hands ghosted over Emma's hardened nipples. Even the way she kissed Emma all down her neck and bitten her so damn hard. Emma still bore the mark now and it was why she was wearing a scarf inside the classroom.

But, things would get even harder when Regina started sending her dirty texts in the middle of class.

_I can't wait to fuck you again. _Would be one.

_I love the way you moan my name when you come on my fingers so hard. I'd keep you coming all the time in my bed if I didn't have classes to teach._

And _fuck_, the thought of spending all day just being fucked by Regina, at her disposal, was so arousing that Emma had to clamp her thighs together and stick a fist into her mouth as she almost came at the very thought of that. There was a pulsing wetness between her thighs and she could see how wet her jeans had become there.

How was she going to leave the class looking like this?

Another silent buzz as her phone shook with another incoming message. Did she dare look? She didn't know if she could take anymore.

She snuck a look up, seeing that Regina was writing notes on the chalk board. When had she even had the time to send these messages? Were they scheduled to be sent?

Emma looked down at her phone, thumb hovering over the button to open the message. Should she do it?

She swallowed harshly. She couldn't resist.

She opened it and choked back a loud wanton gasp from escaping her lips.

_I wish I could be underneath your desk right now, eating you out._

Emma bolted out of her chair and ran for the bathroom, needing to be alone and _now._ She didn't care if anyone saw the wet mess on her jeans. She needed relief.

"Miss Swa-" she could make out the start of Regina's questioning voice but didn't stop, because if she did, she would combust on the spot from all her wanting.

She ducked into the nearest bathroom, each brushing of her thighs, sending waves of pleasure up her core. Barely making sure it was empty, she locked herself into a stall and jerked down her pants with shaking hands.

It only took her a minute to find release.

That was the first time ever that Emma had cum in a public bathroom.

She did her best to clean herself up before going back to class. When she sat down shakily in her seat, Regina shot her a knowing look, a hint of a smirk on her lips before she went back to her lesson.

* * *

"You wanted to see me?" Emma asked in a tremulous voice as she approached Regina. The professor had summoned her to her office after class had ended, a mysterious smile on her face.

"Close the door," she instructed and Emma did so. She turned back to face the professor who was so much closer to her face than before, an assessing look in her eyes. Emma thumbed the strap of her book bag nervously.

"I was worried about you Miss Swan," Regina said and it should not turn Emma on so much to hear her name being said like that. But it did. "You ran out of my class today. Are you feeling okay?"

Oh, so Regina was going to play coy.

"You know why I did," Emma blushed, shifting on her feet. "You sent me those lewd texts."

"Oh, I did?" Regina asked, getting even closer. She let her hand rest of Emma's hip as she placed a gentle, almost there kiss against her racing pulse. "Can you remind me what they said?"

"Um, they said-" here Emma sucked in a huge gasp as Regina pinned her against the door to her office. Her free hand went to turn the lock on the door closed. The snap of it made a shiver go down Emma's spine because it meant Regina had naughty plans for her.

"Yes, they said what?" Regina breathed into Emma's neck, placing more gentle and slow kisses.

It was getting hard to think. "That you would um, you would eat me out under my desk during class."

"Did it? Well, then I suppose I should keep true to part of that, shouldn't I?" Regina said with a filthy chuckle, tugging on the loops of Emma's jeans and bringing her hips right into Regina's hips. "Take off your jeans, and make it quick. I'm starving," she licked a stripe right down to Emma's collarbone, the poor blonde undoing her jeans as quickly as she could. They snagged a bit on her feet as she tried to get them off, hopping on one foot then the next.

Regina helped her a bit there, taking her jeans and throwing them away somewhere to Emma's left. Then, still staying kneeling in front of Emma, Regina slid her warm hands up her legs, starting from her knees.

Emma was shaking with anticipation above her. Fuck, this was hot. Having the professor down on her knees in front of her. Emma felt like one lucky girl. She could feel those warm yet strong hands peeling her thighs apart, revealing the wet mess there.

"You're so wet, Em-ma," Regina murmured, curling her tongue around Emma's name like she would soon be curling around her clit. "Is this all because of me?"

"Yes," Emma replied with shakily, not daring to look down. If she did, she'd melt on the spot and she really wanted to experience this orgasm. Wanted to feel Regina's wicked mouth on her.

She didn't have to wait long.

* * *

Regina had sent her an image this time. An image of her hand sliding down between her thighs, captioned, _I can't stop thinking about you._

"Miss Swan!" Regina snapped in that commanding and displeased voice of hers. Emma instantly jerked up, dropping her phone into her lap and remembering she was still in class.

"Yes?" she squeaked out, her face red and her heart hammering in her chest. Everyone was looking at her.

"Why are you on your phone during lecture?" Regina was looking intensely at her, hands on hips.

"Um-I-" she floundered for an answer.

"You know phone use is prohibited. Do you want to be punished for disrespecting the rules?"

The idea of being punished by Regina had Emma shifting in her seat like it was hot. She really wanted to say yes, but she knew it would be smart to say no. Yet, she couldn't trust her mouth to not blurt out yes so she kept it shut.

Regina arched a brow. And then turned back to her lesson.

Regina was the one always teasing Emma. Maybe it was time for Emma to tease back? For sure, Emma wanted to actually pleasure Regina. The one had always been the one to bring Emma to a climax simply because she was so mature and knew the body so much better.

It was time for Emma to make up for it. She wanted to taste Regina. Wanted to make her fall apart in her arms. With determination, she would set out to do as much research as she could on pleasuring women to double check her technique. And then, she'd finally get the upper hand on Regina.

She scheduled a meeting with Regina, saying she had some questions about the upcoming final essay they had.

But it wasn't actually about that. Emma couldn't help but feel a bit nervous. This was the first time she was going to be the initiator in the relationship and she didn't want it to look dumb.

"Emma, you wanted to talk to me?" Regina asked, as Emma came into the office. Emma locked the door behind her, mouth dry as she dropped her bag to the ground. Regina looked up at the loud click of the look, eyes flitting over to Emma who was approaching her steadily until she was behind the desk, one hand on the professor's chair armrest and spinning her around.

"You've been teasing me a lot lately," Emma started, glad to hear her voice wasn't wavering.

"Oh, has it bothered you?" Regina asked coyly, a small curl to her upper lip.

"Immensely," Emma confessed. "Because I can't concentrate in class. Not when all I can think of is taking you on your desk in your office until you scream my name." Saying these filthy things out loud felt so wrong and yet it only excited Emma more. Regina arched a brow, impressed by Emma's bold nature.

"And you think you have it in you to make me scream your name?" Regina playfully pestered.

"Why don't you get on the desk and let me prove it?" Emma said, hoping Regina would go along with this. Emma really wanted to touch Regina. To make her feel good instead of Regina always being the one to make Emma feel good.

"You don't have to, if you don't want to Emma-"

"I need to," Emma cut, not wanting Regina to feel obligated as the more mature person in the relationship to cater to all of Emma's tastes.

There must have been enough desperation and determination in Emma's tone to convince Regina this was not something Emma would give up easily, because she assented with a short nod of her head. Her dark eyes got darker and she got up, sitting on her desk instead and drawing Emma towards her by the front of her shirt.

Last time Emma had been on this desk, they had been making out heavily and Emma had been the one with Regina in between her thighs. Now it was Regina who was going to have Emma between her thighs, for a whole other reason. Emma's hands were shaking a bit as she let them rest on Regina's hips, coming in closer to press a kiss onto her lips.

The professor gratefully accepted the kiss, sliding her hands over Emma's and dragging them down so that they went under her skirt. The first touch of heated flesh was wonderful and Emma moaned into the kiss. "Don't be shy," Regina murmured between kisses.

Emma massaged the soft flesh there, a bit over whelmed with how she was actually going to do this. She had dreamed of this so many times and now it was a dream come true. With her thumbs, she hooked down Regina's underwear, a red satin thing, before putting it into her pocket. Hands continued up to ruck Regina's skirt up higher and then Emma was bending down.

It was clear from the shock on Regina's face that she wasn't expecting Emma to go down on her. Emma dove right in without another seconds hesitation, eliciting a small sharp gasp from Regina. The only downside was, Emma couldn't see the expressions her professor was making. But she could hear all the glorious sounds, get to taste her, get to feel the way her thighs quivered as her pleasure grew. Eventually it became too much for her to stay sitting up and she had to lie down, a soft curse word leaving her lips as Emma flicked up and down and used every trick in the book.

Regina was soon writhing above Emma, one hand grasping at the smooth surface of her desk, the other in Emma's hair.

The sounds she was making were everything. Emma didn't want them to stop. If she could just stay in this moment for all eternity, it would be perfect.

"Oh fuck," Regina suddenly keened as Emma tongued her clit one last time and then she was coming, dripping down Emma's chin, thighs clamping around Emma's head and hand in blonde hair tightening until it was painful.

She bucked her hips up as the final waves subsided and then she was sitting up, panting. Her hair was a bit mussed up and her chest was heaving. She was looking at Emma in a new light.

"Where did you learn that from?" she asked in a raspy voice, hand still holding Emma's hair as Emma peered up from between sensitive thighs.

"Uh, google?"

"Thank god for google. And for your talented mouth," Regina huffed in amusement. And then she pushed Emma's head forward again, the message clear.

By the time they were done, Regina was going to need to sanitize her desk properly.

* * *

Emma was barely able to focus on her finals, especially because her mind was filled with thoughts of Regina and their budding relationship. Somehow, Emma managed to focus just enough to study and take the exams. And then the semester was over and it was time to go home.

Emma worried over how she would keep in touch with Regina. There was a whole month of them not seeing each other, and there was no guarantee that Regina would even be in town because she had mentioned in passing going to the islands to visit family for the holidays. So Emma would be left in Storybrooke all by herself, with only her nagging parents to keep her company.

It was no going to be too much fun. Emma would miss Regina terribly before school for the spring started again.

"Are you sure you'll really miss me?" Regina chuckled as Emma went to see her off. Regina was packing up her clothes into her suitcase in the mansion, Emma dropping by and lying to her parents, saying she was just getting some last minute things at her dorm.

"What? Of course I will," Emma said, because had cared for Regina for so long. And now she had her, for what, two weeks? Two amazing and short weeks? And now she wouldn't see her for a whole month!

"You might not say that after you get your grade for the class," Regina said as she folded something else into her suitcase.

Emma's jaw dropped open. "What-!"

"I'm teasing," Regina smiles and Emma instantly relaxes. "You got one of the better grades in my class."

"What was your highest grade?" Emma asked.

Regina tsked at her. "Trying to be sneaky, huh? Well, if you must know, it was a B plus."

"You really don't play around with grades, do you?" Emma chuckled, still a bit worried for her grades now. "One of my friends took your class, and she's a straight A student and she got a really low grade from you."

"Let me guess, Belle French?" Regina said as she continued folding. Emma wanted to help her pack up, but she wasn't a neat packer at all. She just threw her stuff into her suitcase.

"Yes, you remember her?"

"I do. She was very over confident in my class. Thought she knew everything and tried to outsmart me. I don't take kindly to that, especially when her work couldn't stand up to her ego." Well, that would the reason Belle had the low grade. "She gave me a lot of trouble. But not as much trouble as you."

And the teasing was back.

"I tried not to!" Emma protested. "I tried to do my best, always."

"Which is what makes you so endearing, Emma," Regina smiled at her here, pausing in her packing to give that stomach melting smile. Emma's insides lurched. She was really going to miss her over winter break. How would she survive it? "Which is what made me fall for you, without me even realizing it."

"Regina..." Emma started a bit breathlessly as she approached her professor tentatively. "I'm going to really miss you over break."

"I'll miss you too, Emma. I'll make sure to call you when I get there."

"I know, but..." Emma bit her bottom lip. "Uh, I kinda..." she didn't know how to phrase it what she wanted. But she wanted to touch Regina before she left. Taste her. Memorize the shape and texture of every last part of her.

Regina seemed to understand that unspoken desire in some way. Maybe it was because she was a psychologist and she just got people. She approached Emma, sliding a hand into her long blonde hair and letting her fingers tangle there. Emma eagerly leaned up, letting their lips brush together. The kiss was slow. Deliberate.

Emma clung onto the back of Regina's shirt as if any second her knees might fail her. Which was a liable thing to happen when in Regina's presence. As they kissed, Regina's hand began to undo the buttons on Emma's shirt. Emma then allowed herself to be lead to the bed.

* * *

Just listening to Regina's voice on the other end of the line, Emma couldn't help from smiling as the fuzzy feeling in her stomach grew. It wasn't the same as actually talking to the woman or having her nearby, but it satisfied Emma's loneliness for the time being. This month long break was going to be awful especially because Emma and Regina had just started their relationship and Emma wanted to be near Regina all the time, getting to know her better.

Still, she would have to grin and bear it, looking forward for the start of school again, just so she could sit in Regina's class.

Registration for spring classes happened two weeks into break. Emma sat there, refreshing her page, waiting impatiently for registration to happen. Regina had a class next semester that Emma could take because it didn't require any additional requirements or for her to be a third year. There was no way in hell that Emma wasn't going to take that class. She was. Because she wanted to be in the same room as her professor. Wanted to spend as much time with her as she could.

Emma had never woken up this early for anything. But she sure as hell wasn't going to miss out on this.

When 8:00 hit she was on her computer like flies on sugar, making sure she picked out Regina's class first. It was with a sigh of relief that she was able to, finding only three spots had been filled. Once that spot had been secured, she picked out the rest of her classes with less urgency and then went back to sleep. Her dreams were filled with lessons in which Regina would teach Emma many, many things involving anatomy and Emma slept with a smile on her face.

* * *

Three months had passed by now. Three months of them dating (not counting December or January since for Emma those months they had either not been completely girlfriends or not seen each other enough). Emma was the happiest she could possibly be. It was like everyday was a dream. A dream she would never wake from. In class she pretended to be into Mulan to throw of her friends, leading to them actually developing a friendship and realizing they had a lot in common. But after class was over, she and Regina would sext each other, make plans for dinner or other fun couple like things to do in secret. Sometimes they would just have sex for hours, Emma learning from a pro and giving back as good as she could get.

What Emma liked best, however, was leaving Regina little thoughtful gifts. Like her favorite coffee on her desk when she had many papers to grade. Sending her happy memes when she looked down. Tucking her in when she feel asleep at home reading essays.

Each time Emma did something soft like this for her, Regina got this look on her face that Emma couldn't describe. A look like Regina was in pain but not really. Almost like the meaning of it would crush her. As quickly as those looks were there, they disappeared, leaving Emma to wonder what they meant.

Naturally, Emma's friends began to wonder why they saw so little of her. Of why sometimes she didn't come back to her dorm. She had to lie and say she feel asleep in a friends room during a project. Or she had to say that she'd gone out on a couple of dates with boys and girls to see what her type was. And to maybe get over her fruitless crushes.

Emma might have to employ hiring someone to be her fake date if only to throw them off. Because she really didn't need them figured anything out. Maybe even Mulan could help her out.

"So...I was thinking," Emma started slowly as she waited at the kitchen island for Regina to finish searing the chicken. It smelled amazing.

"Thinking about what?"

"That maybe...I could...get a beard?" she said hesitantly.

Regina turned around, confusion on her face. "You want facial hair?"

"No, not that!" Emma laughed. "It's a saying. A beard is like a fake girlfriend or boyfriend so that to hide a true relationship or to cover something up."

Regina frowned, hand on hip. She was wearing a cute apron that said kiss the chef and Emma had. Many times against the counters, until Regina had almost burned the rice. "Why would you want that?"

"People are noticing my recent behaviors. They think I might be up to something and if I had a special someone, they would stop asking me about my business. They wouldn't mind me being gone over night or stuff like that," Emma explained.

Regina twisted up her lips. "Logically that makes sense. But our class is going to be over for the spring semester soon. Do you think it might stop once we finish it and go over summer break?"

The thought of yet another long break made Emma sad. It meant they would have to try even harder to see each other off campus and it would be harder to maneuver too. "I don't know," Emma shook her head.

Regina let out a sigh. "Well, if you think it might become a real issue than I'll pay for an escort to take you out on a couple of dates to cover things up and then your friends can stop asking you for details."

"I don't want you to have to pay-"

"Emma, I knew what I was getting into when I started dating you. It won't be easy to keep this secret and sometimes we might have to do things we don't like. I'd rather not have to share you with anyone, even if it's fake, but this will have to do."

And with that, Emma knew the topic was ended.


	10. Dumb Ass

**Summary for the Chapter:**

> A/N: Emma's going to need a lot of hugs right now.

"Hi there, you must be Emma?" a tall, attractive man with a trimmed beard held out his hand for Emma to shake.

Emma paused, unsure if she should take it or not. The uncertain look on her face tipped the dude off and he lowered his hand. "I'm Robin. Regina told me about your situation?"

"Ah, right!" Emma remembered in a sudden flash. She sure as hell wasn't expecting him to pop out of nowhere during the middle of her school day. She had a class to go to.

"Is this a bad time?" he asked. He looked like a nice dude, with a plaid shirt tucked into his jeans, belt on top and a winter Northface unzipped. And he didn't look too much older than her. Was he really the guy Regina had picked for her? He wasn't anything close to Emma's type. Too boyish and clean cut.

"Kinda. I have class soon."

"Right. I'll give you my number and we can schedule something, alright?" He handed it to her and she typed it into her phone, parting ways with him. When she got to class she sat in the back and discreetly texted Regina about this.

**Just saw Robin. Is he cool?**

_Don't worry. I had him checked out and everything. He'll be respectful._

Emma let out a relieved sigh. She was glad Regina knew what she meant and had taken precautions against it.

_I want you to set up something with him and then introduce him to your friends. The sooner the better. And you'll keep him around a couple of times until we won't need him anymore._

**k.**

Naturally, that would be easier said than done, because Emma had a feeling that her friends might be suspicious of her sudden interest in this guy when she had pinned for Mulan for so long, and for Regina even longer. But if she wanted her relationship with Regina to stay a secret, than she had to do this. She could tell Regina wasn't happy with sharing her, or having Emma make out with some guy they had found off the web, but there weren't many other options.

So when Emma hinted to her friends she wanted to go to dinner with them so they could meet someone special she was dating, she couldn't help but see their surprised faces when he came by, dropping a kiss to her cheek as he sat next to her.

"Uh, it's not Mulan?" Neal asked, feasting on the free chips as they wanted for the main course to come.

"No, why would it be?" Emma frowned.

Belle shot her a pointed glare and so did August but they knew better than to say anything in front of Robin. Ruby, wasn't as subtle. "Because you said you had a massive crush on her and were trying to get with her."

Emma felt her cheeks flare up and cast a wary glance at Robin who didn't seem off put. He was helping himself to the free chips like Neal.

"Well, obviously it didn't work out," she squirmed in her seat as she lied. "Along the way me and Robin sort of worked something out and now we're dating. Officially." She grabbed his hand and twined her fingers with him and placed it on top of the table with a thunk so her friends would get the message.

"Riiiiight," Ruby said, narrowing her eyes and not convinced at all. "And how did you two met?"

Luckily, they had thought to cover this before. "Actually, with me helping Emma with Mulan. We both sort of had crushes on her and were trying to see who could crack her first but funnily enough we ended up finding out that we're both good together and decided to date to see how it would go. And so far, I can't complain. She's so adorable," he laughed and leaned in to kiss her cheek again.

Ruby still didn't seem to buy it, but the others were sort of going along with it now.

"Should warn you though, she's got a big old crush on one of her professor's," August added in good nature. He unrolled his napkin because soon dinner would be served, and placed it on his lap. Neal had already gotten his dish.

"Oh, I'm not worried. Haven't we all been there?" Robin laughed and then skillfully changed the topic. Emma wondered how much Regina was paying for him, and how exactly she had framed Emma's situation. How much did Robin know?

Emma watched him carefully before she felt Ruby watching her and started leaning in more to Robin's touches and looking at him the same way she looked at Regina.

When she got back to her dorm with Ruby, the girl slammed the door shut and turned on Emma. "Alright, spill. What's going on?"

Emma did a double take. "What are you talking about?" Her heart rate began to pick up.

"Emma, I don't buy your bull story. Something more is going on here. How do you go from liking two girls to all of a sudden being straight?"

"Is there anything wrong with that?" Emma defended in a shrill voice. "I can be bi."

"Yes, you can. But you're dating a guy now?"

"Just because I'm dating a guy doesn't make me a traitor to women or something like that. He's nice. And funny."

Ruby narrowed her eyes. "I never said anything like that. It's fine to like a guy, but you're just using him to deal with your crushes and it's not healthy!"

"Stop that!" Emma hissed, getting annoyed. "Stop assuming those things about me! You don't know me like that."

"No, maybe I don't," Ruby said sullenly. "I thought I knew you better but it's clear I haven't. Have fun with him. I wish you the best," she tacked on flatly and then went to her side of the room. And now Emma felt like shit.

And she needed to see Regina. To be comforted by her. She left to go see Regina, deciding to walk it there despite it being cold and a half hour walk. But, she needed to cool her head and she was too depressed to quite care it was cold.

When she got to Regina's front door it took a while for her to open it, and when she did, Emma could hear laughter coming from inside. "Emma!" Regina's eyes got wide. She was wearing a cocktail dress and Emma had to wonder why. "What are you doing here? And why the hell did you walk in the cold to see me? Your whole face is red!"

"I needed to see you," Emma answered simply, her teeth chattering with cold.

"Come in before you freeze to death!" Regina exclaimed and ushered her in. "I'll set the kettle for you and get you a warm blanket," she said as Emma kicked off her snow covered shoes. You would think with it being April, the snow would be gone by now. But Maine had long winters and this one was exceptionally long and harsh. Hopefully by the time May arrived, they could at least break out the light sweaters.

"I hope you don't mind me intruding," she said.

"No, it's alright. Only my sister is here. Actually, I think she'd like to meet you," Regina said and lead Emma inside, taking her coat and hanging it up.

An older woman sat on the couch, extremely poised and in an expensive designer dress with her hair done in a bun. She held a glass of wine in her hand, as light as her hair color. "Why hello there," she drawled, a hint of a German accent in her voice. "Who iz thiz?"

"This is Emma. The girl I was telling you about," Regina said before hurrying to get Emma hot tea.

"Hi," Emma held out her frozen hand to shake but was waved off. "Sit down, have a drink."

"She's not legal," Regina called out from the expansive kitchen.

"And whose going to know zhe drank but us," Regina's sister said. It must be Mal, if Emma had remembered it right.

"I actually don't drink," Emma said sheepishly. "I don't have the head for it."

"Nonsense, just a glass," Mal said and poured one for Emma. One full and heavy glass. "In my country, children drink as early as six. It stops this massive binge drinking culture that most American schoolz have."

"Hm," Emma didn't know what to say so she stuck her mouth into the wine, taking a baby sip. It didn't taste bad and the burn was nice, warming her up from the cold.

Regina scowled as she came in with the tea, setting it on the table in front of Emma. "Mal, don't be a bad influence."

"One of us has to be. You're the boring one, sis," she teased, twirling the stem of her glass. Regina sat next to Emma, close enough for their thighs to touch. Emma wondered if Mal knew they were dating. Probably.

"Zelena is eccentric, Tink is a surfing drunkard, Jacinda is a partial drug lord and you're just a professor at some in the middle of nowhere college," Mal drawled on.

"Because I value being a working member of society and not some irresponsible member," Regina said archly.

"You hear this, Emma. You're dating a societal snob," Mal joked.

"At least she won't have to worry about me being hunted down by the law for scamming people out of money," Regina snapped back though it was clear the two of them were merely bantering, this something common for them to do.

Mal turned her attentions to Emma. "So, Emma. What are your intentions with my sister?"

Emma nearly choked on her gulp of wine. Despite knowing she didn't have the head for drinking it, she wanted to impress Mal by doing so. "Um, nothing bad?"

Regina tsked at Mal. "Must you be such a mule?"

"Oh I have to ask. Because Regina's got money and brains and the looks but the campus is full of fresh blood. I merely want to know what made Emma here choose you, despite how risky such a relationship is. I know why you did, Regina." A knowing look tossed at the brunette, one that made Emma ache to know what the reason was too.

"Well, she's hot," Emma stated, swirling her wine. Wow, she had drank half already? "And smart like you said. I don't really care for money. I have a part time job so I have enough to get by on and my parents would pay for things if I really needed it." She shrugged. "I don't know. As soon as she stepped into the classroom I just fell for her." Emma smiled cheesily at this. Regina smiled back, touching Emma lightly on the knee.

"She's so fucking corny," Mal stuck out her tongue which was very childish for an adult to do.

"She's cute," Regina defended. And then she and Mal got into a sibling fake squabble as Emma leaned into the couch, sipping her wine and listening to them talk. Regina's voice was mesmerizing. Emma could listen to it all day. Especially when she was talking about something passionate.

"Emma, you look tired," Regina commented when she saw how lidded Emma's eyes were and how her head bobbed.

"I'm fine," she slurred.

"Poor thing can't hold her liquor," Mal tsked.

"I told you," Regina flashed sharply at Mal, clearly blaming her for this despite the fact Emma had chosen to drink of her own free will. Then she turned more softly to Emma. "Come, lets get you to bed. You can stay overnight here." Regina gently took Emma's wine glass and set it on the table before lifting her up and walking the girl up the stairs. Emma plopped down on Regina's bed, the one she become so familiar with during the past three months and allowed Regina to slip her out of her sweater. But she wouldn't allow for the rest of herself to be undressed because her head was getting too heavy and she needed rest.

But before that, she needed something from Regina. She surged up on unsteady feet and kissed Regina hard. Regina gasped at the unexpected touch but allowed it, tilting her head to the side so that Emma could kiss her more fiercely.

The blonde wanted to feel more of Regina. Feel her skin. She blindly searched for the zipper in back but Regina's hands stopped her.

"Not now. We have company." She pulled away. "Get some sleep."

Emma nodded her head numbly and flopped back down on the covers, allowing Regina to close the door on her. Emma buried her head in the sheets which smelled just like her professor and with a soft smile on her face she fell into sleep, tasting wine and Regina on her lips.

She awoke three hours later, thirsty and disoriented. She sat up with a low groan as her head throbbed. She hoped she wouldn't have a hang over this time. She rubbed her eyes and saw the bed was empty. Regina hadn't come up yet. She must still be up with Mal.

Emma tiptoed down the stairs where the light was on and she could hear the murmur of voices. She was going to get a glass of water and then go right back to sleep. But she slowed her descent as she began to make sense of things.

"You're going to break her heart," Mal said in a hushed voice.

Who were they talking about? About Emma?

"I know," Regina said, with a hint of glee in her tone as she sat on the couch, legs crossed and one arm folded over her chest as she drank her wine. Red like her lips. Emma could feel her breath freeze in her throat.

Mal chuckled, something low and filthy. "You truly are the worst one out of us all. At least I don't go seducing college girls into my bed over a petty fifteen year old grudge against their mother."

Emma raced up the stairs quietly, unable to bare listening any more to this. She felt sick. From the wine and from the revelations. She rushed to the bathroom to splash cold water on her face. The noise alerted Regina to her being up and the professor went to find Emma in the bathroom, hunched over the sink.

"Emma are you okay?" Regina reached out a hand to put on her shoulder but Emma flinched. Not wanting to be touched by her. Regina was a _liar._

This whole relationship was _fake_.

All for what? Some sort of revenge? Against Mary?

"Emma..." Regina trailed off, dark eyes searching. Emma had kissed that lying mouth not so long ago. A sour taste filled her mouth at the recollection of it.

"Leave me alone," Emma mumbled, water droplets dropping off of her face.

"Sure," Regina said in a subdued tone of voice, clearly confused about all of Emma's reactions, and then left. Before she did she caught a glimpse of Regina's face in the reflection. Hurt and concern had been on it. But it was all fake. Regina had fooled her.

Emma felt dumb and hot tears streamed down her face, mixing with the water in the sink. Of course Regina didn't love her. Hadn't ever really wanted her. She had seen Emma's stupid crush on her and taken it to her advantage. And that hurt a lot. A lot more than Emma would have thought. Because how cruel could Regina be?

Especially to someone like Emma who had never been in a relationship before. Who had never kissed someone before. Had all those kisses, all that time spent together, all the world shattering sex, meant nothing?

Emma gripped the sink edge and tried to sob quietly. What did she do now? She couldn't stay in this relationship. It wasn't healthy or smart to do this. It was over.

She and Regina were over.

Wiping her tears away, she turned the sink off and quietly made her way downstairs. She was going to leave and go to her dorm. She needed to be alone right now. Away from Regina and her lies. She moved as quickly and covertly as she could, slipping on her shoes and putting on her coat before leaving. It was early in the morning and darker than ever, but Emma didn't care. She walked through the snow and cold, hunched over, and feeling like utter trash. She just wanted to go to sleep. Wanted to sleep through the rest of her week.

Her phone vibrated in her pocket and when she looked at the screen it was a bunch of messages from Regina.

_Where did you go?_

_Emma._

_Emma answer me._

And then she called once, twice. But Emma didn't pick up. She was angry now. Too angry to answer.

But as she walked on by, she didn't notice that someone had been watching from the inside of a car as she walked out of Regina's house.

* * *

Emma didn't like to think of herself as the vengeful sort. But Regina had fucked up. Big time. This was Emma's first relationship and it was supposed to be one of the best ones and yet, it was terrible. Absolutely the worst.

And Emma wouldn't mope around. The hurt was too much. When she got back to her dorm, she continued to ignore Regina's efforts to reach out to her. Ruby noticed she acted differently too.

"What's wrong?" she asked as Emma stared blankly at her computer screen, having mindlessly typed out die over and over again.

"Nothing. Just tired," Emma said flatly, going to delete the words.

"Yea, tired of living," Ruby commented, noticing die typed out, and frowned. "Want to talk about it?"

"No," Emma said flatly, irritably. "I'm going to the library." And she packed up, leaving a worried Ruby in the dorm room.

Emma tried to study, she really did. But she didn't know what to do. She couldn't focus. Last night ran through her head on repeat and it made her bristle and hurt all over. Why would Regina do this to her? Why?

And how could Emma even go to take her final? It was next week and it would mean being in the same room as Regina. The last person she wanted to see.

Emma gnawed on the pad of her thumb as she thought of what to do. She was hurting so badly, she wanted to hurt Regina back. And yet, there was that foolish small part of her that hoped she had misheard. That maybe Regina and Mal were talking about something else.

Emma's phone buzzed yet again with another message. _You heard._

Oh.

Emma's heart crumpled more at that. So it wasn't a mistake Regina had said those things. They had been real. She had meant them. Tears welled up in Emma's eyes and she left her stuff at the table to rush to the gender neutral bathroom and cry there in the one stall.

When she had calmed down a bit, she wiped her eyes and blew her nose. Whether she liked it or not, she had to see Regina. Had to confront her on this.

**We need to talk.**

_Fine by me. When?_


	11. Truth is Never Pretty

"Emma, we need to talk," August grabbed Emma's arm and pulled her to the side during study days when Emma had been trying to go back to the library to force herself into studying. She didn't go back to her dorm room because Ruby was asking too many questions. And she wouldn't go back, not until she needed to sleep.

"What?" she hissed, annoyed and pulling free. "I have work to do. Can't it wait."

"No, it fucking can't." August was vibrating with some sort of odd energy and he had bags under his eyes. It was creeping her out a bit to be honest.

"Alright," she reluctantly agreed. She let him lead her to a bench that was out of the way of a group of students.

"Why were you coming out of Regina's house in the middle of the night?" August demanded and Emma stood there a while, not sure she had even understood him.

"What?"

"I said-"

"No, I heard what you said, just how the fuck would you know that?"

"Friday night after that dinner with Robin, things weren't making sense." Great. Emma had fooled no one. No surprise there she supposed. "I was going to go and talk to you but then I saw you ending down campus and you were so upset that I wasn't sure if I should talk to you. But I went to go get my car so I could drive by and give you a lift in the cold weather except by the time I find you, you're going into this random house. I think it's Robin's place but no. Regina opens the door." He's practically vibrating as he's saying this. She takes a step back because he's freaking her out. Why was he spying on her? "And I wait there, thinking I'm crazy but no you leave her place a couple hours later. So, why the fuck were you at her house?"

Emma shakes her head. She doesn't have time for this. Nor does she care for keeping this a secret anymore.

"What the fuck do you think I was doing there? Knitting scarves for her?" she responded with nastily.

His eyes got wide and he sharply inhaled. "You're in a relationship with Regina? You're actually fucking her!?" he whisper screamed and it looked like he would explode from this knowledge. Emma rolled her eyes. He was really annoying her now.

"How the fuck did you get so lucky-"

"I didn't. Get lucky that is. It was all just one big power trip and now it's over," she said with finality and steel in her voice. "So I don't want to talk about it any more." She made to move past him. But he blocked her.

"Are you kidding me? I want to know everything. You lied to me, Emma. You lied to all of us. But you lied to _me_ especially. We were in that club together-"

"Fuck you and your fucking creepy obsession," she spat, frankly irritated. Today was not a good day to test her. "I don't own you anything and I won't be fucking talking about that bitch. If you want her, you can have her." She shoulder checked him as she stomped away.

He raced after her through the snow. "If you don't give me what I want than I'll tell everyone! You'll get in trouble with the board and be kicked out! And she'll get fired!"

Emma laughed, actually laughed at that. He just gave her a good idea. One she had toyed with but never truly sunk onto. "August, look at my face." She paused so he could do that.

He was breathing hard, looking slightly maniac. He really did need help. But then again, it seemed like Regina had that magical ability to fuck up perfectly normal people. "Does it looking like I care?" she asked, brow arched.

"Uh..." he seemed stumped and his breath billowed around him.

"The answer is no, August," she answered for him, quite sharply. "So go ahead, tell anyone you want because me and her are through. For good." This time when she left, he didn't follow.

* * *

Unexpectedly, facing August had actually somewhat prepared Emma for her conversation with Regina. Still, Emma had listened to rock music to pump her up and had done a tequila shot, which she regretted a bit because it left a nasty taste in her mouth, but she was ready for this.

She didn't bother to knock, just pushed the door open to Regina's office. She found the professor there, sitting behind her desk like always and it made something in Emma's chest clench so hard it hurt. She slammed the door shut and Regina looked up. Gone in her eyes were the adoration she often wore for Emma. Instead they were cold.

Emma's hands began to sweat. She was here and she didn't know how to fucking start or end this. Regina got up from her desk, pushing back her chair, letting it scrap loudly against the floor in the silence that lay thick. "How much did you hear?"

"Enough," was the sharp answer.

Regina's jaw clenched. "I see. And even then, it still makes you feel this way."

"How else should I fucking feel?" Emma demanded. She had never cursed at a professor before but Regina had stopped being that a long time ago. Emma didn't care how unprofessional this was going to get. "Happy to learn I had been used?"

"I knew this would be your reaction-"

"Oh, so I was supposed to take the news of it laying down, and not hate it? Hate how I had been used?" Emma screeched, working herself up.

Regina narrowed her eyes. "Did you really hear everything-"

Emma didn't let her finish, too worked up to stop. It felt good to let all the pain of the past couple of days out.

"I could expose you, tell them that you've been having inappropriate relations with your own student!"

Now Regina was on the defensive. Folding her arms across her chest. "And what about you? What do you think will happen when they find out you've been sleeping with a professor for your grades? How would mommy and daddy dearest look after the scandal breaks out? They'd have to throw you out to save the school's face and because I have tenure they won't be able to kick me out, only forced to bury the truth so that I can get away with it all," Regina hissed out, lips curled up because she knew this was true.

"In fact," Regina continued on, "I want you to tell your parents. I want them to know. It would give me immense satisfaction."

"You're sick, you know that," blurted out of Emma's mouth. "All this to get back at my mother? Over what, something stupid?"

Regina slammed her hands on top of the desk, startling Emma with the sudden vitriol in her voice. "You have no right to say that when you don't know anything!"

"Well maybe if you had fucking talked to me like a normal person I would know. Maybe I could have helped you!"

"You can't bring back a dead person," Regina said so suddenly and so quietly that Emma's ears rang from all the screaming before and she almost hadn't heard.

"W-what, what are you talking about?" Emma questioned, suddenly afraid of what she might learn. Mary had hurt someone? She didn't look like she could!

Regina slumped down into her seat, suddenly tired, words pouring out of her.

"I was in love with a girl named Daniella. A stable hand at this horse barn I went at to train my riding skills. She was dashing and gentle, a lot of the things you are, Emma. And she made me so happy. It was a pure kind of joy. With no worries. I wanted to spend all my time at her side," she said fondly, eyes lighting up at memories of Daniella before they dimmed as a darker topic approached.

"At the time when I was younger, it wasn't so accepted to be gay. Especially not when you're latina and living in a small minded community. Mary too rode at the barn and I often helped her. She adored me like an older sister because I had rescued her from the path of a horse. And because she followed me everywhere, she saw me making out with Daniella in secret. I saw and swore Mary to secrecy. She agreed." At this Regina took a tense breath, like she was holding back a torrent of emotions. She swallowed and then continued on. "I thought all was well until our family dinner. Mary, who had been a close family friend at the time and who came over for dinners with her father Leopold, told everyone at dinner about how she had caught us making out. She said this because mother had been talking about arranging a date for me with some strapping young boys and Mary had blurted out that there would be no point for it because I liked girls and already had a girlfriend.

"I was so shocked I couldn't even deny it. Leopold, who was a very devout man and very homophobic, got upset and he drove over to the barns, which he happened to own. I raced after him and by the time I got there it was too late. He and Daniella had been arguing and everything happened at once. A storm was raging outside, spooking the horses. One of them got free. Bucking around in terror. And..." at this Regina swallowed harshly clenching her hand hard. Her voice dropped to a raspy whisper.

"Leopold pushed Daniella in front of the kicking horse. I'm sure he didn't mean for anything serious to happen, just maybe for her to get hurt. But the kick snapped her neck and she...she died on the spot."

Silence. Nothing but silence as Emma imagines a stricken Regina seeing her first love die in front of her.

Regina was looking into the distance as if reliving all this. "I blamed Mary for all this. Because she knew how homophobic her father could be and she had blurted the truth out at the table, not once considering what it might do. Naturally he didn't get into trouble. He was too rich for that. And my parents begged him to not kick me out of the riding school, telling him I was naive and had been corrupted by the stable hand but that I was straight. He accepted if only I would get a boyfriend which they found for me and I numbly agreed because I didn't care about anything. But I dropped out of the school anyways because it reminded me of her. Of where she no longer was.

"And Leopold and Mary felt no ounce of regret for what they did," she said. Emma sat down heavily in a chair. She hadn't known all this about her mother. She had thought it had been something stupid like stealing a boy away. But it hadn't been. It had been so much more.

"And I was hurting so bad. I wanted them to pay but I didn't know how. As soon as I was old enough for college I dumped my boyfriend and skipped town. I studied psychology in hopes it would erase this pain inside me. But it never went away and then I heard that she and her husband David now owned a college. And that there was a spot open for a psychology professor. I applied, got the job and decided I'd mess around with her here, just petty things to get my kicks in like keying her car, while I schemed up a way to make her pay. I could be patient. Leopold had died so I could do nothing more for him than desecrate his grave. But Mary...I could still hurt his precious daughter.

"But, it wasn't until you got to my class that I got the idea to seduce you and I thought it would be perfect until it proved not to be."

Regina rubbed the bridge of her nose, looking ten years older. "When you first entered my class, I wanted you out of there. Which was why I was so rude to you, and why I gave you lowered grades so you would hate me and drop the class. But you were stubborn and stayed," she frowned.

"But you bought me a coffee on my first day-" Emma brought up.

"To gauge you. Get a better read. I wanted to see how Mary's spawn measured up. I wasn't impressed," Regina said honestly. "Not at first. So after my attempts to scare you away failed, I tried another tactic, seduction. Your crush on me was obvious from miles away. I hadn't seen a sorrier thing, bar August's obsession and my restraining order on him."

Emma had not known that about him. Also, she was annoyed at being demeaned. Liking someone did not make them pathetic. But Emma listened to what Regina had next to say. What fresh bullshit.

"Your crush gave me an idea. An opening. How much would it hurt Mary if she saw me in bed with her daughter, wrapped around my finger. So that's what I wanted to do. Date you until I could come up with a grand enough way to do the reveal. Except, things didn't go as planned," she admitted wryly. "I fell for you and I found myself delaying wanting to do the reveal until I realized I cared too much to even do that, to break your heart for the sake of revenging myself upon Mary."

"And I truly meant it when I told Mal that I had grown to care for you, and it would hurt you when I broke up with you because I didn't want to continue fake dating you. Even though it had grown to be so much more and so quickly. But I just felt wrong stringing you on when our relationship hadn't been founded in something healthy."

"O-oh, I don't think I heard that part," Emma said, throat dry at the confession. "I only heard you laughing about how it would break my heart. And how it was all to hurt my mother."

Regina shook her head. "I was laughing because I couldn't believe how things had turned out. I had wanted to break your heart. To have your mother find out we were sleeping together in an effort to get back at her. But in the end I couldn't because you somehow managed to win me over."

Emma wanted to believe this. She truly did. But...

"How can I know you're telling me the truth?"

"You can't. And I don't deserve that trust after I manipulated you into a relationship with me. It was wrong. And I regret it. I never should have done this to you. You didn't deserve to be dragged into the issues between your mother and me." Regina said this sincerely, looking pained to bring this all out.

"You need to talk to her," Emma stated, shaking her head. "God, I can't believe you put us through all this just because you can't communicate properly. Because you didn't talk it out with my mother."

Regina heaved out a choked sigh. It looked like she would cry. "I really regret what I did. And I know you won't be able to forgive me. And I'm not asking you too. I was the adult in the situation and I should have done things differently. I was just so blinded and set on my revenge and I'm still set on getting it. But I made the mistake of putting you into it, and you're innocent from all this."

"I really loved you," Emma breathed out, feeling close to tears now. It honestly did look like Regina regretted it. But the trust had been broken. Regina had tried to use Emma. It didn't matter that she loved her now.

It was too late.

The door to the office slammed open and August was there, hair looking wild and cheeks red from the cold.

"I told someone," he announced with maniac excitement, and a second later Mary came storming in, hands balled up in anger. "Regina Mills," she hissed out. "What did you do to my daughter?!"

Regina looked stunned for a second before she recovered. "Hm, it seems the truth came out either way," she announced grandly, spreading her hands as she rose up regally. And then with cruel emphasis, said, "I fucked your daughter, Mary. Many, many times."

Nobody quite managed to stop Mary's swinging fist from colliding with Regina's jawbone.

* * *

Emma, Regina, and August sat in a row of chairs outside David's office. Emma couldn't help but feel like a student about to see the principal for detention. Except it was the school president who also happened to be her father. And who was currently arguing about something with Emma's mother, a professor here and also the person who knew about her and Regina's affair.

Regina was holding up a bag of ice to jaw where a bruise would most likely form from how Mary slugged her. Emma had never seen her mother get violent- she wouldn't even kill a fly!- but apparently all bets were off when it came to her daughter's virtue.

For her part, Regina looked entirely detached to the situation, not even trying to eavesdrop like Emma had on the conversation inside. But the doors were thick and mainly sound proof so she could only hear the angry pitch but not the words.

August had no qualms about any trouble he could get into.

"You fucked one of your students. Would you be open to fucking another?" he wagged his brows, directing that towards Regina who looked ahead and stiffly ignored him.

"Hey, I'm talking to you," he said when he noticed she wasn't paying attention to him. "Answer me! You slept with Emma, so you can sleep with me too!" Now he was beginning to sound angry.

"August stop!" Emma hissed out because she was getting annoyed at his behavior.

"I'm not talking to you, but her!" he hissed back. "I don't see why a loser like you gets lucky and I don't!"

Emma's cheeks colored in anger. "Why you-"

"Since I'm already probably going to jail, I've been meaning to do this ever since I met you Mr. Booth," Regina said and then without looking at him, raised a fist and slammed into right into his crotch.

His eyes bulged out and he made a wheezing noise as he doubled over.

Emma gave her professor a wide eyed look.

"Don't look at me like that. You didn't have to teach him," she replied flatly.

The door opened and David strode out, looking like he'd been through a storm. He saw August doubled over. "What's with him?"

"Cramp," Regina answered breezily. "Now, can we get this business over with?"

Emma and Regina strode into the room, like prisoners waiting to hear their sentence.

The door snapped heavily shut behind them and David sat at the desk while Mary glared at them by his side, arms crossed over her chest. Emma had never seen her mother this upset. David looked a bit more composed, tiredness on his face. He rubbed his forehead and sighed deeply before beginning.

"This is a most serious offense, Regina. Even over looking the fact that Emma is our daughter, what the hell were you doing sleeping with a student?" he began.

Emma knew her parents were seriously upset if they were using curse words.

"Well, the fact that Emma is your daughter is what made me do it," Regina began, baring her teeth in opposition.

"Is this about me?" Mary asked, her eyes now looking a touch haunted.

"It was always about you," Regina shot back and Emma began to feel a bit out of place as suddenly all the focus was on Regina and Mary.

"Regina, I'm truly sorry for what happened-" Mary began but Regina angrily cut her off.

"Your apologies are worth nothing to me! A woman is dead because of you. An innocent and wonderful woman! All because you couldn't keep your damned mouth shut!"

"And I regret it each day," Mary said softly, now appealing. "But if you want to hurt me for it, don't do it through my daughter."

Regina let out a bitter laugh as she slumped into her chair. "I couldn't even do it through Emma. I fell in love with her even as I planned my revenge on you. So much for it. I spent all my years hating you, trying to get back at you. Each success I had was in spite of you. It kept me going. But what has all my hatred done? Nothing. I have nothing to show for it because I can't...I can't do anything. My own grand scheme and even that failed," she said, eyes glittering with tears. "I'm so tired of all this." And she looked tired of hating. Of this situation. She just wished she could let it go but her heart wouldn't let her.

"Then let go of your anger. Let it go. I want to make it up to you. Maybe I never can. Probably not, but I want to be there as your friend. I want to help you get through this mess I made. I was young and stupid and I badly wanted to help you when I saw how uncomfortable talk of being with a boy made you. And I didn't think my father would react the way he did. You have no idea how I hated myself for saying all that. How much I hated him for getting away with it and not feeling bad."

"It didn't look like it," Regina said bitterly.

"But I did. On the outside I kept up appearances. But on the inside I hated it all." Mary shook her head, beseeching now. "The idea of what I did has bothered me for years, probably not as much as it has bothered you. I took away a happiness from your life. And while I'm extremely upset you had to come after my daughter to get to me I would still...still like to work something out between us," Mary admitted.

"Ever trying to be the bigger person," Regina said but she wasn't looking at Mary. "I don't quite care for your friendship. I don't want it nor do I need it. I just wanted you to suffer for what you did. I wanted to know you felt pain for what you caused."

"I still do, because Daniella didn't deserve that. But neither did my daughter."

"I care for Emma, Mary. I wasn't supposed to, but I do," Regina assured. Those words made Emma feel warm inside even if she shouldn't at this moment.

"We still haven't determined a punishment for this, Regina. But neither can we go public with it. It would ruin our college's reputation and you have tenure...so it'll be a difficult case to battle especially because Emma is of age of consent and things can get complicated with the law," David included, rubbing a hand on his jaw.

"I understand," Regina nodded her head solemnly.

"And...and what of me?" Emma squeaked out, her stomach in knots.

"You are going to be scolded by us, young lady. But also, the school will need to take disciplinary actions against you too," David said sternly. Emma's stomach sunk like it was filled with lead but she knew it was warranted. Even if Regina had initiated the relationship and manipulated it, Emma had still been an active participant. She hadn't exactly tried to fight back or call out Regina on this.

"You are dismissed," David said. "Mary and I need to talk some more things through."

Regina and Emma both got up and left silently. August was no longer around, thank goodness for that, and so they went outside to get some fresh air.

**Notes for the Chapter:**

> A/N: I'm curious; what do y'all think of Regina's reasoning for doing this scheme?


	12. Last

**Summary for the Chapter:**

> A/N: I know the ending might seem a bit abrupt but I didn't want to write a redemption arc for Regina. Her and Emma were in a position where their relationship couldn't have one because of their status in relation to the college and each other. I did leave the ending open as to whether they end up together or not now that Emma is graduated and more mature. It's up to the readers to decide; let me know what you think happens and thanks for reading.

"So...now what?" Emma asked as she and Regina stood side by side, looking at the semi vacant parking lot and avoiding each other's gaze. Their words billowed around them as a stiff breeze ruffled their hair.

"Now nothing. This whole mess is finally over and despite my retained feelings for you, it would be inadvisable to resume a relationship," Regina stated reasonably.

Regina was right. Their relationship had never been on stable grounds because of Regina's whole past with Mary. But, now there was hope for reparation. "Maybe this whole time I didn't want revenge. Just...closure," Regina acknowledged, shocking Emma with her openness. "I immediately cut Mary off after the incident occurred and never knew why she did it or how she felt. I just...stewed in my anger. Which wasn't healthy."

"Will you need therapy? I've been learning a thing or two from a great professor," Emma said, joking weakly. She was tired of feeling broken. Angry. Sad. She wanted levity back in her life.

"Was she really a great professor if she slept with her student?" Regina muttered out discontentedly.

"She was passionate about her subject. A harsh grader. Too harsh if you ask me. But she knew what she was doing in class."

"Luckily you won't have to take that professor's class again. She might not ever teach again."

A lump stood in Emma's throat. "I thought you had tenure?"

"I do. But...I was only ever here to spite Mary. And despite it protecting me from most liabilities, and the two of your parents not wanting this to come out publicly, I think it's best if I leave. For all of us."

Emma felt her heart sink. Despite how badly their relationship had gone at the end, Emma wasn't over what they had or could have been.

"Where are you thinking of going?"

Regina shrugged. "Somewhere warm. I hate cold weather. Maybe I'll visit my sisters in their homeland. Maybe I'll visit my mom. Honestly, I don't know."

"Will you...will you keep in touch?" Emma voiced hesitantly, licking her lips shyly.

"No. I don't think it's a good idea to do so," Regina stated with that final tone of hers that meant what she said was law. "We both have a lot of healing to do and I think it's best we did it on our own."

Emma nodded her head, forced to understand this unpleasant truth. "Right."

"I do...appreciate our finer moments. Even all the times you made me watch Spongebob."

"It's a good show."

"I bet it is," Regina said softly, talking coming to an end. This was it, their parting. "I better go. I have a lot of packing and planning to do."

"But the final exam-"

"I think I'll make it a take home exam. I feel like some students could use the extra leeway because they've had a stressful semester," she said, looking at Emma finally and giving her a warm but pained gaze.

"Thank you," Emma breathed out.

"It's the least I can do."

* * *

Emma trudged back to David's office, reluctant and dreading the conversation she was going to have with her parents about the extent of her relationship with Regina. Well, at least Regina had gotten the fact they had had sex out of the way so no need for Emma to cover that.

Instead of anger, however, Emma was greeted by something else.

Mary and David surprised Emma by hugging her. She was so stunned she couldn't hug back. "You're not mad at me?" she asked, bewildered when they pulled back.

Mary shook her head. "Yes. A bit. A lot, actually. But we're also happy for you. You managed to fall in love and find something worth fighting for."

Emma was only increasingly confused. "But it was Regina, an arch nemesis of yours. And she's older than me and a professor and she kinda did a fucked up thing-"

"We know. But still. You found a special spark with someone," David said. "We were worried you'd never like anyone."

Were her parents seriously considering the fact she was in love more important than the other issues that over shadowed this?

"Sooooo is this like a blessing or something? Do you want me to be back with Regina?" Emma asked, not sure about what they were getting at. This was all so flummoxing.

"We just want you to be happy," David stated, and wasn't that what everyone wanted?

* * *

Naturally, there was a mess to figure out after all this. Emma's head was still reeling with everything and she could barely focus on her finals which was no shock as to why her grades were all high B's at the end of the semester. Though, she was a bit shocked when she saw Regina had given her a B plus.

"You lucky bitch," Belle gasped when she saw Emma's grade for that class. "How the fuck did she give you such a high grade for her class. Twice."

Probably from guilt, would be Emma's guess.

Of course, that was before it came out that Emma had dated Regina. Courtesy of August who Emma suddenly found hating. She hadn't noticed how much of an asshole he was until this.

"Why didn't you tell us you were dating her?" Ruby asked while Neal whistled. "Holy hell, how did you even land her?"

Emma was very uncomfortable with all these questions.

"Is that why she's leaving campus? Because you two got caught?" Belle asked.

Emma didn't want to tell them the truth, because it hurt her. It still hurt to think how she had been used even if Regina did truly like her. Also, she didn't want to seem pathetic in front of her friends. That she had allowed herself to be used.

"Um, honestly I'm surprised I caught her eye. But I guess she saw me pining over her and," at this Emma shrugged. "She was interested. It wasn't about the grades, if you're wondering. She graded me super harshly, honestly I thought I was going to fail the class with an F. But, we did just break up because she's moving so maybe she felt bad and gave me a higher grade."

"That's why you were so grumpy all finals term long!" Ruby put together. "So, tell us, how is she in bed?" she asked, propping her chin up in her hands.

Emma really didn't feel comfortable answering this. "Guys, I'm going through a break up right now. I'd rather not."

"Oh, right, sorry," Ruby pulled back. "Just let us know if you need anything."

"Thanks," she gave a watery smile.

But the thing Emma needed most was time. Time to do away with the hurt. True to her word, Regina did not contact Emma at all. And Mary and David made sure to never speak of what had happened with Regina either. They must feel embarrassed by it and by knowing their daughter had sex so other than punishing Emma by cutting her funds drastically and making her do all the chores at home, Regina and the relationship were not mentioned.

Emma was grateful for that, because she had a tough time forgetting her professor. Regina had more or less been her first love. Her first relationship. Her first _everything_. It was hard to just forget all that. But Emma tried. She really did.

She threw herself into her work, even took psychology as a major, because she found she did like it. And she went out more. Became social. She took up new clubs. Made new friends. She avoided August whenever she could along with his creepy club.

She even ended up dating Mulan because as it turned out, they got along well and Mulan actually had developed a crush on her during their intro class but was too shy to say anything about it.

Though, their relationship fizzled out by their third year because they found the passion there had disappeared and they were better off as friends.

Time seemed to fly by for Emma as she became engaged in work and in taking classes she was passionate about. She even joined some clubs to help the environment. Before she knew it, graduation was upon her and the best four years of her life were over.

It was surreal how fast everything had moved but she couldn't be happier to be crossing that stage and getting her diploma. She and her friends were all smiles and giddy laughter. Emma already knew she was going to go to grad school to pursue a continuation of her masters in psychology.

Just then Emma spotted a familiar face. One she hadn't been able to forget. Her hair was shorter, more severe looking, and she was impeccably dressed as always, suit jacket folded over her arm as she looked out into the crush of students and family.

Emma squeezed through the crowd and got to her, feeling nearly breathless with surprise and joy. Regina''s head turned at the last minute, eyes going wide as she saw Emma. Her lips parted as if to say her name but nothing came out because Emma was crushing her to her, kissing her soundly.

She tasted just like she always had. Her lips soft like velvet and molded in an expression of shock. Emma pulled away, exhilarated on this special day.

"What was that for?" Regina asked, looking truly flabbergasted.

"We never had our goodbye kiss before you left," Emma breathed out. "You owed me one."

"Technically, it's goodbye sex," Regina teased back, falling into old comfort. Emma had matured over the years. She'd grown an inch taller, let her hair grow out nice and long like princess curls, and she had stopped being as shy and withdrawn. Regina did an appreciative glance over. Both of them had changed over the years but how? They hadn't spoken or kept in touch ever,

"How about we talk about it, over dinner?"

Regina's eyebrows went up. "But our rel-

"Ended shitty, yes I know. But you said you still cared for me after it was all over and you never got to prove that to me."

Regina bit her bottom lip, like she was trying to contain a smile. "Very well. Dinner and drinks?"

"I still don't have a tolerance, so how about we stick to juice."

Regina laughed. "Some things never change."

"No, they don't," Emma said softly as Mary and David began to approach her.

And this dinner wasn't a promise of anything.

It was merely an opening. An opening to see where this would lead them.


End file.
